SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Topper James N

(Last)

(First)

(Middle)

70 WILLOW ROAD

SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LA JOLLA PHARMACEUTICAL CO [ LJPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2009		S⁽¹⁾		1,662,000	D	$0.0727⁽¹⁾	4,210,711⁽²⁾	I⁽²⁾	Frazier Healthcare V, LP⁽²⁾
Common Stock	02/25/2009		S⁽³⁾		1,454,000	D	$0.0633⁽³⁾	2,756,711⁽²⁾	I⁽²⁾	Frazier Healthcare V, LP⁽²⁾
Common Stock	02/26/2009		S⁽⁴⁾		2,756,711	D	$0.0562⁽⁴⁾	0⁽²⁾	I⁽²⁾	Frazier Healthcare V, LP⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This row reports all sales on 02-24-09 at the weighted average sales price indicated in column 4 for all sales on that date. The range of prices on this day was $0.10-$0.065. Upon request the reporting person will provide to the SEC, the issuer or any security holder of the issuer full information regarding the number of shares sold at each separate price.

2. These securities are owned directly by Frazier Healthcare V, LP. The general partner of Frazier Healthcare V, LP is FHM V, LP. FHM V, LLC is the general partner of FHM V, LP. Mr. Topper is one of seven managing members of FHM V, LLC. Mr. Topper disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission of ownership of these shares by Mr. Topper for purposes of Section 16 or otherwisee.

3. This row reports all sales on 02-25-09 at the weighted average sales price indicated in column 4 for all sales on that date. The range of prices on this day was $0.055- $0.0702. Upon request, the reporting person will provide to the SEC staff, the issuer or any security holder of the issuer full information regarding the number of shares sold at each separate price.

4. This row reports all sales on 02-26-09 at the weighted average sales price indicated in column 4 for all sales on that date. The range of prices on this day was $0.05-$0.062. Upon request, the reporting person will provide to the SEC staff, the issuer or any security holder of the issuer full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ James Topper James N. Topper	02/26/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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