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^*

ELAN CORP PLC

(Last)

(First)

(Middle)

LINCOLN HOUSE LINCOLN PLACE

COUNTY WESTMEATH

(Street)

DUBLIN 2 IRELAND

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TARGETED GENETICS CORP /WA/ [ TGEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2000

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

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

	Form filed by One Reporting Person
X	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	08/09/2000		P		382,739	A	$13.064	2,531,638	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		3,577,879	A	$2.09⁽²⁾	6,109,517	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		487,248	A	$1.95⁽²⁾	6,596,765	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		101,439	A	$1.88⁽²⁾	6,698,204	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		107,044	A	$1.19⁽²⁾	6,805,248	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		124,630	A	$0.96⁽²⁾	6,929,878	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		217,549	A	$0.83⁽²⁾	7,147,427	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		87,922	A	$0.65⁽²⁾	7,235,349	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		221,757	A	$0.57⁽²⁾	7,457,106	I⁽¹⁾	N/A⁽¹⁾
Common Stock	09/02/2003		J⁽²⁾		277,775	A	$0.49⁽²⁾	7,734,882	I⁽¹⁾	N/A⁽¹⁾

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)
Convertible Promissory Note⁽³⁾	$6.11⁽⁴⁾	09/26/2001		P		$2,000,000		11/05/2003	⁽⁵⁾	Common Stock	327,399	$2,000,000	$2,000,000	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$3.7⁽⁴⁾	03/26/2002		J⁽⁴⁾		$120,000		11/05/2003	⁽⁵⁾	Common Stock	32,432	$120,000	$2,120,000	I⁽¹⁾	N/A
Convertible Promissory Note⁽³⁾	$3.78⁽⁴⁾	04/25/2002		P		$2,000,000		11/05/2003	⁽⁵⁾	Common Stock	529,801	$2,000,000	$4,120,000	I⁽¹⁾	N/A
Convertible Promissory Note⁽³⁾	$2.48⁽⁴⁾	06/28/2002		P		$3,000,000		11/05/2003	⁽⁵⁾	Common Stock	1,211,509	$3,000,000	$7,120,000	I⁽¹⁾	N/A
Convertible Promissory Note⁽³⁾	$1.95⁽⁴⁾	08/09/2002		P		$950,000		11/05/2003	⁽⁵⁾	Common Stock	487,248	$950,000	$8,070,000	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$1.19⁽⁴⁾	09/26/2002		J⁽⁴⁾		$127,200		11/05/2003	⁽⁵⁾	Common Stock	107,044	$127,200	$8,197,200	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$0.96⁽⁴⁾	10/25/2002		J⁽⁴⁾		$120,000		11/05/2003	⁽⁵⁾	Common Stock	124,630	$120,000	$8,317,000	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$0.83⁽⁴⁾	12/28/2002		J⁽⁴⁾		$180,000		11/05/2003	⁽⁵⁾	Common Stock	217,549	$180,000	$8,497,200	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$0.65⁽⁴⁾	02/09/2003		J⁽⁴⁾		$57,000		11/05/2003	⁽⁵⁾	Common Stock	87,922	$57,000	$8,554,200	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$0.49⁽⁴⁾	03/26/2003		J⁽⁴⁾		$134,832		11/05/2003	⁽⁵⁾	Common Stock	277,775	$134,832	$8,689,032	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$1.88⁽⁴⁾	06/28/2003		J⁽⁴⁾		$190,800		11/05/2003	⁽⁵⁾	Common Stock	101,439	$190,800	$9,007,032	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$2.8⁽⁴⁾	08/09/2003		J⁽⁴⁾		$63,420		11/05/2003	⁽⁵⁾	Common Stock	22,650	$63,420	$9,070,452	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$2.09⁽⁴⁾	09/02/2003		J⁽⁴⁾		$302,934		11/05/2003	⁽⁵⁾	Common Stock	144,779	$302,934	$9,373,386	I⁽¹⁾	N/A
Convertible Promissory Note	$6.11	09/02/2003		J⁽⁷⁾			$2,000,000	11/05/2003	⁽⁵⁾	Common Stock	327,399	$2,000,000	$7,373,386	I⁽¹⁾	N/A
Convertible Promissory Note	$3.7	09/02/2003		J⁽⁷⁾			$120,000	11/05/2003	⁽⁵⁾	Common Stock	32,432	$120,000	$7,253,386	I⁽¹⁾	N/A
Convertible Promissory Note	$3.78	09/02/2003		J⁽⁷⁾			$2,000,000	11/05/2003	⁽⁵⁾	Common Stock	529,801	$2,000,000	$5,253,386	I⁽¹⁾	N/A
Convertible Promissory Note	$2.48	09/02/2003		J⁽⁷⁾			$3,000,000	11/05/2003	⁽⁵⁾	Common Stock	1,211,509	$3,000,000	$2,253,386	I⁽¹⁾	N/A
Convertible Promissory Note	$1.95	09/02/2003		J⁽⁷⁾			$950,000	11/05/2003	⁽⁵⁾	Common Stock	487,248	$950,000	$1,303,386	I⁽¹⁾	N/A
Convertible Promissory Note	$1.19	09/02/2003		J⁽⁷⁾			$127,200	11/05/2003	⁽⁵⁾	Common Stock	107,044	$127,200	$1,176,186	I⁽¹⁾	N/A
Convertible Promissory Note	$0.96	09/02/2003		J⁽⁷⁾			$120,000	11/05/2003	⁽⁵⁾	Common Stock	124,630	$120,000	$1,056,186	I⁽¹⁾	N/A
Convertible Promissory Note	$0.83	09/02/2003		J⁽⁷⁾			$180,000	11/05/2003	⁽⁵⁾	Common Stock	217,549	$180,000	$876,186	I⁽¹⁾	N/A
Convertible Promissory Note	$0.65	09/02/2003		J⁽⁷⁾			$57,000	11/05/2003	⁽⁵⁾	Common Stock	87,922	$57,000	$819,186	I⁽¹⁾	N/A
Convertible Promissory Note	$0.49	09/02/2003		J⁽⁷⁾			$134,832	11/05/2003	⁽⁵⁾	Common Stock	277,775	$134,832	$684,354	I⁽¹⁾	N/A
Convertible Promissory Note	$0.57	09/02/2003		J⁽⁷⁾			$127,200	11/05/2003	⁽⁵⁾	Common Stock	221,757	$127,200	$557,154	I⁽¹⁾	N/A
Convertible Promissory Note	$1.88	09/02/2003		J⁽⁷⁾			$190,800	11/05/2003	⁽⁵⁾	Common Stock	101,439	$190,800	$366,354	I⁽¹⁾	N/A
Convertible Promissory Note	$2.8	09/02/2003		J⁽⁷⁾			$63,420	11/05/2003	⁽⁵⁾	Common Stock	22,650	$63,420	$302,934	I⁽¹⁾	N/A
Convertible Promissory Note	$2.09	09/02/2003		J⁽⁷⁾			$302,934	11/05/2003	⁽⁵⁾	Common Stock	144,779	$302,934	$0	I⁽¹⁾	N/A
Series B Convertible Exchangeable Preferred Stock	$3.32	09/02/2003⁽⁸⁾		J⁽⁸⁾		0⁽⁸⁾		11/05/2003	⁽⁵⁾	Common Stock	0⁽⁸⁾	$0⁽⁸⁾	$0⁽⁸⁾	I⁽¹⁾	N/A
Convertible Promissory Note⁽⁶⁾	$0.57⁽⁴⁾	04/25/2003		J⁽⁴⁾		$127,200		11/05/2003	⁽⁵⁾	Common Stock	221,757	$127,200	$8,816,232	I⁽¹⁾	N/A

1. Name and Address of Reporting Person^*

ELAN CORP PLC

(Last)

(First)

(Middle)

LINCOLN HOUSE LINCOLN PLACE

COUNTY WESTMEATH

(Street)

DUBLIN 2 IRELAND

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ELAN INTERNATIONAL SERVICES LTD

(Last)

(First)

(Middle)

102 JAMES COURT FLATTS

SMITH PARISH FL 04

(Street)

BERMUDA

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are or were beneficially owned indirectly by Elan Corporation, plc ("Elan") and directly by its wholly-owned subsidiary, Elan International Services, Ltd. ("EIS"). The Convertible Promissory Note was owned directly by Elan Pharma International Limited, another wholly-owned subsidiary of Elan, but the right to convert the Convertible Promissory Notes and receive Common Stock upon conversion was owned by EIS.

2. The reporting person received the shares of common stock as a prepayment by the Issuer of principal and accrued interest in respect of a Convertible Promissory Note, at a price per share, in respect of each tranche, equal to the lesser of (i) $2.09 (the average of the closing price of the Common Stock for the 60 trading days ending two business days prior to the date of repayment) and (ii) the fixed conversion price for conversion of such tranche at the option of the holder of the conversion right.

3. Each a drawdown of a tranche of the Convertible Promissory Note.

4. Price at which the Convertible Promissory Note was convertible at the option of the holder of the conversion right. In addition, the Convertible Promissory Note was prepayable at the option of the Issuer on a per tranche basis by the issuance to the holder of the conversion right of a number of shares of Common Stock equal to the outstanding principal amount of such tranche and any and all accrued and unpaid interest thereon divided by the lesser of (1) the price equal to the average of the closing price of the Common Stock for the 60 trading days prior to the date of repayment and (2) the conversion price for conversion at the option of the holder of the conversion right.

5. The Convertible Promissory Note was convertible until it was repaid in full. The stated maturity of the Convertible Promissory Note was July 21, 2005. However, it was repaid in full by the Issuer, effective September 2, 2003.

6. Represents interest on the Convertible Promissory Note that was capitalized and added to the principal amount.

7. The principal and accrued interest in respect of the Convertible Promissory Note was prepaid by the Issuer by the issuance of a number of shares of Common Stock equal to, for each tranche, the outstanding principal amount plus accrued interest divided by the lesser of (1) $2.09 and (2) the conversion price for conversion at the option of the holder of the conversion right.

8. The 12,015 shares of Series B Convertible Exchangeable Preferred Stock accrues dividends equal to 7.0% per annum of $1,000.00 per share plus accrued dividends thereon, compounded on a semi-annual basis until July 21, 2005, payable by the issuance of additional shares of Common Stock upon conversion of the Series B Convertible Exchangeable Preferred Stock at a conversion price per share of $3.32, subject to customary antidilution adjustments. As of November 5, 2003, accrued dividends would be convertible into 1,245,215 shares of Common Stock. If the Series B Convertible Exchangeable Preferred Stock is held by the reporting person until at least July 21, 2005, the date on which dividends cease to accrue, accrued dividends will be convertible into 1,851,570 shares of Common Stock.

Remarks:

Name: Shane M. Cooke Title: Chief Financial Officer ELAN CORPORATION,PLC Exhibit List Exhibit 99-Joint Filer Information

	/s/ Shane M. Cooke	11/05/2003
	** 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).
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