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^*

SCP PRIVATE EQUITY PARTNERS II LP

(Last)

(First)

(Middle)

1200 LIBERTY RIDGE DRIVE

SUITE 300

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUXILIUM PHARMACEUTICALS INC [ AUXL ]

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)
07/28/2004

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	07/28/2004		P		50,000	A	$7.5	311,336	D⁽¹⁾
Common Stock	07/28/2004		C		2,731,486	A	⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	3,042,822	D⁽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)
Series A Preferred Stock	⁽²⁾	07/28/2004		C			8,333,332	⁽²⁾	⁽²⁾	Common Stock	1,666,665	⁽²⁾	0	D⁽¹⁾
Series B Preferred Stock	⁽³⁾	07/28/2004		C			884,888	⁽³⁾	⁽³⁾	Common Stock	192,977	⁽³⁾	0	D⁽¹⁾
Series C Preferred Stock	⁽⁴⁾	07/28/2004		C			2,166,667	⁽⁴⁾	⁽⁴⁾	Common Stock	433,333	⁽⁴⁾	0	D⁽¹⁾
Series D Preferred Stock	⁽⁵⁾	07/28/2004		C			2,192,555	⁽⁵⁾	⁽⁵⁾	Common Stock	438,511	⁽⁵⁾	0	D⁽¹⁾
Series D Preferred Stock Warrant (Right to Buy)	⁽⁶⁾	07/28/2004		C			658,424⁽⁶⁾	10/31/2003	10/31/2010	Series D Preferred Stock⁽⁶⁾	658,424⁽⁶⁾	⁽⁶⁾	0	D⁽¹⁾
Common Stock Warrant (Right to Buy)	$5.625	07/28/2004		C		131,684⁽⁷⁾		10/31/2003	10/30/2010	Common Stock	131,684	⁽⁷⁾	131,684	D⁽¹⁾
Series B Preferred Stock Warrant (Right to Buy)	$1.25	07/28/2004		X			80,000	09/20/2001	10/30/2008	Series B Preferred Stock	80,000	⁽³⁾	0	D⁽¹⁾
Series B Preferred Stock	⁽³⁾	07/28/2004		X		80,000		⁽³⁾	⁽³⁾	Common Stock	16,000	$1.25⁽⁸⁾	0	D⁽¹⁾

1. Name and Address of Reporting Person^*

SCP PRIVATE EQUITY PARTNERS II LP

(Last)

(First)

(Middle)

1200 LIBERTY RIDGE DRIVE

SUITE 300

(Street)

WAYNE

19087

(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^*

SCP PRIVATE EQUITY II LLC

(Last)

(First)

(Middle)

1200 LIBERTY RIDGE DRIVE

SUITE 300

(Street)

WAYNE

19087

(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. For purposes of Section 16 reporting, SCP Private Equity Partners II, LP ("SCP") is deemed to be a direct beneficial owner of the securities of the Issuer disclosed herein. SCP Private Equity II, LLC (the "Manager") is deemed to be an indirect beneficial owner of the securities of the Issuer disclosed herein because of a contractual agreement with SCP which grants the Manager the power to make voting and investment decisions regarding the securities held by SCP.

2. All of the outstanding shares of the Issuer's Series A Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series A Preferred Stock.

3. All of the outstanding shares of the Issuer's Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series B Preferred Stock.

4. All of the outstanding shares of the Issuer's Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series C Preferred Stock.

5. All of the outstanding shares of the Issuer's Series D Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering at a ratio of 1 share of Common Stock for 5 shares of Series D Preferred Stock.

6. This warrant to purchase 658,424 shares of Series D Preferred Stock of the Issuer at $1.125 per share automatically converted into a warrant to purchase 131,684 shares of the Issuer's Common Stock at $5.625 per share upon the closing of the Issuer's initial public offering on July 28, 2004.

7. This warrant to purchase 54,281 shares of Series D Preferred Stock of the Issuer at $1.125 per share automatically converted into a warrant to purchase 10,856 shares of the Issuer's Common Stock at $5.625 per share upon the closing of the Issuer's initial public offering on July 28, 2004.

8. SCP Private Equity Partners II, L.P. exercised its Series B Preferred Stock Warrant in full to purchase 80,000 shares of Series B Preferred Stock at an exercise price of $1.25 per share.

	Thomas G. Rebar, a manager of SCP Private Equity II, LLC, the manager of SCP Private Equity II, LP, the General Partner of the Reporting Person	07/30/2004
	** 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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