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^*

LANGE LOUIS G

(Last)

(First)

(Middle)

3172 PORTER DRIVE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CV THERAPEUTICS INC [ CVTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2008

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	12/22/2008		M		10,052	A	$8.91	308,887	D
Common Stock	12/22/2008		F		4,453	D	$8.91	304,434	D
Common Stock	12/22/2008		M		1,294	A	$8.91	305,728	D
Common Stock	12/22/2008		F		573	D	$8.91	305,115	D
Common Stock								4,680.8935	I	By 401(k)⁽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)
Restricted Stock Units	⁽²⁾	12/22/2008		M			10,052	12/22/2005⁽³⁾	12/22/2009	Common Stock	10,052	$0	110,571	D
Restricted Stock Units	⁽²⁾	12/22/2008		M			1,294	03/22/2006⁽⁴⁾	12/22/2009	Common Stock	1,294	$0	14,227	D

Explanation of Responses:

1. Shares held in the Reporting Person's name by the Issuer's 401(k) plan.

2. Upon payout, the Reporting Person is entitled to receive 1 share of common stock for each 1 restricted stock unit.

3. 20,169 shares of this grant vested effective December 22, 2005; 5.554% of the shares of common stock subject to this grant shall vest at the end of each three month period (each a "Vesting Date") commencing on December 22, 2005, such that 100% of the shares of common stock subject to the restricted stock units are vested on December 22, 2009. Shares of common stock subject to any restricted stock units that vest shall be distributed to the Reporting Person in whole shares of common stock on each twelve (12) month anniversary of their relevant Vesting Date.

4. The shares subject to this grant commenced vesting as of December 22, 2005; 6.25% of the shares of common stock subject to this grant shall vest at the end of each three month period (each a "Vesting Date") commencing on December 22, 2005, such that 100% of the shares of common stock subject to the restricted stock units are vested on December 22, 2009. Shares of common stock subject to any restricted stock units that vest shall be distributed to the Reporting Person in whole shares of common stock on each twelve (12) month anniversary of their relevant Vesting Date.

	Tricia Borga Suvari, Attorney-in Fact for : Louis G. Lange	12/23/2008
	** 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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