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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OMB Number:			3235-0287
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hours per response:			0.5

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^*

KAPLAN STEPHEN A

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT LLC

333 SOUTH GRAND AVENUE 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLLAGENEX PHARMACEUTICALS INC [ CGPI ]

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)
10/03/2003

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	10/03/2003		S⁽¹⁾		220,000	D	$10	1,962,005⁽²⁾⁽³⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	10/03/2003		S⁽¹⁾		100,000	D	$9.4	1,862,005⁽²⁾⁽³⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock								3,000	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. Reporting sale of 320,000 shares of Common Stock, par value $.01 per share by OCM Principal Opportunities Fund, L.P. (the "Fund").

2. Mr. Kaplan is a director of the Issuer and a principal of Oaktree Capital Management, LLC ("Oaktree"), a limited liability company and a registered investment adviser under the Investment Advisers Act of 1940 as amended. Oaktree is the general partner of the Fund. The Fund is the direct holder of 177,000 shares of Series D Convertible Preferred Stock of the Issuer (convertible at any time into 1,789,072 shares of common stock of the Issuer), 62,933 shares of common stock of the Issuer (after giving effect to the sale of shares reported herein), and 10,000 shares of common stock pursuant to options exercisable within 60 days of the date hereof issued to Mr. Kaplan for the benefit of the Fund (the "Option Shares").

3. Mr. Kaplan disclaims all pecuniary and other interests in the Option Shares in which the Fund will be the beneficial holder. Mr. Kaplan may be deemed a beneficial owner of the securities listed on this line by virtue of his status as a member and principal of Oaktree. Except to the extent of his pecuniary interest therein, Mr. Kaplan disclaims beneficial ownership of such shares and the filing of this Form 4 shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form 4.

	Stephen A. Kaplan	10/07/2003
	** 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).
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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