X0201 3/A 2003-04-03 2003-04-29 0 0000716054 CYPRESS BIOSCIENCE INC CYPB 0001225107 PROQUEST ASSOCIATES II LLC 600 ALEXANDER PARK SUITE 204 PRINCETON NJ 08540 0 0 1 0 0001224924 PROQUEST INVESTMENTS LP 600 ALEXANDER PARK SUITE 204 PRINCETON NJ 08540 0 0 1 0 0001225106 PROQUEST ASSOCIATES LLC 600 ALEXANDER PARK SUITE 204 PRINCETON NJ 08540 0 0 1 0 0001224926 PROQUEST COMPANION FUND LP 600 ALEXANDER PARK SUITE 204 PRINCETON NJ 08540 0 0 1 0 0001143319 PROQUEST INVESTMENTS II ADVISORS FUND LP 600 ALEXANDER PARK STE 204 PRINCETON NJ 08540 0 0 1 0 0001143544 PROQUEST INVESTMENTS II LP 600 ALEXANDER PARK SUITE 204 PRINCETON NJ 08540 0 0 1 0 0001033508 MOORIN JAY C/O PROQUEST INVESTMENTS, L.P. 600 ALEXANDER PARK SUITE 204 NJ 08540 0 0 1 0 Common Stock, par value $0.02 per share 100000 D Common Stock, par value $0.02 per share 752297 I By ProQuest Associates LLC Common Stock, par value $0.02 per share 1880744 I By ProQuest Associates II LLC Warrant (right to buy) 3.09 2002-03-28 2007-03-27 Common Stock 50000 D Warrant (right to buy) 3.84 2003-04-03 2008-04-02 Common Stock 188074 I By ProQuest Associates LLC Warrant (right to buy) 3.84 2003-04-03 2008-04-02 Common Stock 470185 I By ProQuest Associates II LLC Warrant (right to buy) 2.72 2002-03-28 2008-03-27 Common Stock 7142 I By ProQuest Associates LLC Warrant (right to buy) 2.72 2002-03-28 2008-03-27 Common Stock 17858 I By ProQuest Associates II LLC This Form 3 is amending a Form 3 originally filed on 4/29/03 (the "Original Form 3") by ProQuest Associates II LLC as designated filer on behalf of certain Reporting Persons. The Original Form 3 is being amended to add certain additional Reporting Persons and to reflect the fact that the initial acquisition of common stock and warrants to purchase common stock of Cypress Bioscience, Inc. which may have caused one or more of the Reporting Persons to become 10% holders occurred on 4/3/03. The securities reported on this line are directly beneficially owned by Jay Moorin, individually. Jay Moorin is a member of ProQuest Associates LLC, a Delaware limited liability company ("Associates"). Associates is the general partner of ProQuest Investments, L.P., a Delaware limited partnership ("Investments"), and ProQuest Companion Fund, L.P., a Delaware limited partnership ("Companion"). Of the 752,297 shares, 742,668 shares are directly beneficially owned by Investments and 9,629 shares are directly beneficially owned by Companion. Jay Moorin is a member of ProQuest Associates II LLC, a Delaware limited liability company ("Associates II"). Associates II is the general partner of ProQuest Investments II, L.P., a Delaware limited partnership ("Investments II"), and ProQuest Investments II Advisors Fund, L.P., a Delaware limited partnership ("Advisors"). Of the 1,880,744 shares, 1,836,547 shares are directly beneficially owned by Investments II and 44,197 shares are directly beneficially owned by Advisors. Of the 188,074 shares of common stock underlying the warrants, warrants to purchase 185,667 of such shares are directly beneficially owned by Investments and warrants to purchase 2,407 of such shares are directly beneficially owned by Companion. Of the 470,185 shares of common stock underlying the warrants, warrants to purchase 459,136 of such shares are directly beneficially owned by Investments II and warrants to purchase 11,049 of such shares are directly beneficially owned by Advisors. Of the 7,142 shares of common stock underlying the warrants, warrants to purchase 7,051 of such shares are directly beneficially owned by Investments and warrants to purchase 91 of such shares are directly beneficially owned by Companion. Of the 17,858 shares of common stock underlying the warrants, warrants to purchase 17,438 of such shares are directly beneficially owned by Investments II and warrants to purchase 420 of such shares are directly beneficially owned by Advisors. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owners of any securities covered by this Form. Each of the Reporting Persons disclaims beneficial interest in the securities covered by this Form except to the extent of such Reporting Person's pecuniary interest in such securities. /s/ Pasquale DeAngelis, as member of ProQuest Associates II LLC 2004-01-29