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^*

CALLAGHAN MICHAEL J

(Last)

(First)

(Middle)

MDS CAPITAL CORP

100 INTERNATIONAL BLVD

(Street)

TORONTO ONTARIO CANADA M9W 6J6

0000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIPHERGEN BIOSYSTEMS INC [ CIPH ]

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)
08/27/2003

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	08/27/2003		S		10,000⁽¹⁾	D	$10.3527	1,109,636⁽²⁾	I	See Footnote⁽²⁾
Common Stock	08/28/2003		S		30,445⁽¹⁾	D	$10.2566	1,079,191⁽²⁾	I	See Footnote⁽²⁾
Common Stock								20,000⁽³⁾	D

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. 10,000 + 30,445 common shares disposed of by The Health Care and Biotechnology Venture Fund. Michael Callaghan is an officer of MDS Capital Corp., the manager of The Health Care and Biotechnology Venture Fund. Mr. Callaghan disclaims beneficial ownership over these shares.

2. 1,079,191 shares remaining (after giving effect to the August 27 and 28, 2003 dispositions) reflects common shares held by the following entities in the following respective amounts. Each of these entities disclaims beneficial ownership of the shares held by the other entities. Michael Callaghan disclaims beneficial ownership of these shares. 180,969 MDS Life Sciences Technology Fund USA, L.P. 132,826 MDS Life Sciences Technology Barbados Investment Trust 765,396 MDS Life Sciences Technology Fund Limited Partnership 0 The Health Care and Biotechnology Venture Fund

3. 20,000 held by Mr. Callaghan for the benefit of the entities described in Footnote 2 above. Michael Callaghan disclaims beneficial ownership of all such shares.

	/s/ Michael Callaghan	08/29/2003
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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