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^*

MOULDER LEON O JR

(Last)

(First)

(Middle)

MGI PHARMA, INC.

5775 WEST OLD SHAKOPEE ROAD, SUITE 100

(Street)

BLOOMINGTON

55437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MGI PHARMA INC [ MOGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2005

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								8,131⁽¹⁾⁽²⁾	I	401(k) Plan
Common Stock	01/25/2005		M		15,000⁽²⁾	A	$5.125⁽²⁾	139,000⁽²⁾	D
Common Stock	01/25/2005		M		25,000⁽²⁾	A	$3.55⁽²⁾	164,000⁽²⁾	D
Common Stock	01/25/2005		M		30,000⁽²⁾	A	$3.65⁽²⁾	194,000⁽²⁾	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)
Employee Stock Option (right to buy)	$6⁽²⁾							09/27/2003	09/27/2009	Common Stock	66,664⁽²⁾		66,664⁽²⁾	D
Limited Stock Appreciation Right	$6⁽²⁾							⁽³⁾	09/27/2009	Common Stock	66,664⁽²⁾		66,664⁽²⁾	D
Employee Stock Option (right to buy)	$6⁽²⁾							09/27/2003	09/27/2009	Common Stock	33,336⁽²⁾		33,336⁽²⁾	D
Limited Stock Appreciation Right	$6⁽²⁾							⁽³⁾	09/27/2009	Common Stock	33,336⁽²⁾		33,336⁽²⁾	D
Employee Stock Option (right to buy)	$8.2188⁽²⁾							01/11/2004	01/11/2010	Common Stock	12,166⁽²⁾		12,166⁽²⁾	D
Limited Stock Appreciation Right	$8.2188⁽²⁾							⁽³⁾	01/11/2010	Common Stock	12,166⁽²⁾		12,166⁽²⁾	D
Employee Stock Option (right to buy)	$8.2188⁽²⁾							01/11/2004	01/11/2010	Common Stock	67,834⁽²⁾		67,834⁽²⁾	D
Limited Stock Appreciation Right	$8.2188⁽²⁾							⁽³⁾	01/11/2010	Common Stock	67,834⁽²⁾		67,834⁽²⁾	D
Employee Stock Option (right to buy)	$8.375⁽²⁾							01/16/2005	01/16/2011	Common Stock	11,940⁽²⁾		11,940⁽²⁾	D
Limited Stock Appreciation Right	$8.375⁽²⁾							⁽³⁾	01/16/2011	Common Stock	11,940⁽²⁾		11,940⁽²⁾	D
Employee Stock Option (right to buy)	$8.375⁽²⁾							01/16/2005	01/16/2011	Common Stock	58,060⁽²⁾		58,060⁽²⁾	D
Limited Stock Appreciation Right	$8.375⁽²⁾							⁽³⁾	01/16/2011	Common Stock	58,060⁽²⁾		58,060⁽²⁾	D
Employee Stock Option (right to buy)	$5.125⁽²⁾	01/25/2005		M			15,000	⁽⁴⁾	03/29/2011	Common Stock	15,000⁽²⁾	$5.125⁽²⁾	37,500⁽²⁾	D
Limited Stock Appreciation Right	$5.125⁽²⁾							⁽³⁾	03/29/2011	Common Stock	37,500⁽²⁾		37,500⁽²⁾	D
Employee Stock Option (right to buy)	$3.55⁽²⁾							05/14/2006	05/14/2012	Common Stock	12,500⁽²⁾		12,500⁽²⁾	D
Limited Stock Appreciation Right	$3.55⁽²⁾							⁽³⁾	05/14/2012	Common Stock	12,500⁽²⁾		12,500⁽²⁾	D
Employee Stock Option (right to buy)	$3.55⁽²⁾	01/25/2005		M			25,000	⁽⁵⁾	05/14/2012	Common Stock	25,000⁽²⁾	$3.55⁽²⁾	12,500⁽²⁾	D
Limited Stock Appreciation Right	$3.55⁽²⁾							⁽³⁾	05/14/2012	Common Stock	12,500⁽²⁾		12,500⁽²⁾	D
Employee Stock Option (right to buy)	$3.65⁽²⁾							06/05/2006	06/05/2012	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Limited Stock Appreciation Right	$3.65⁽²⁾							⁽³⁾	06/05/2012	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Employee Stock Option (right to buy)	$3.65⁽²⁾	01/25/2005		M			30,000	⁽⁶⁾	06/05/2012	Common Stock	30,000⁽²⁾	$3.65⁽²⁾	15,000⁽²⁾	D
Limited Stock Appreciation Right	$3.65⁽²⁾							⁽³⁾	06/05/2012	Common Stock	15,000⁽²⁾		15,000⁽²⁾	D
Employee Stock Option (right to buy)	$8.08⁽²⁾							⁽⁷⁾	05/12/2013	Common Stock	12,484⁽²⁾		12,484⁽²⁾	D
Limited Stock Appreciation Right	$8.08⁽²⁾							⁽³⁾	05/12/2013	Common Stock	12,484⁽²⁾		12,484⁽²⁾	D
Employee Stock Option (right to buy)	$8.08⁽²⁾							⁽⁸⁾	05/12/2013	Common Stock	187,516⁽²⁾		187,516⁽²⁾	D
Limited Stock Appreciation Right	$8.08⁽²⁾							⁽³⁾	05/12/2013	Common Stock	187,516⁽²⁾		187,516⁽²⁾	D
Employee Stock Option (right to buy)	$29.605⁽²⁾							05/10/2008	05/10/2014	Common Stock	3,376⁽²⁾		3,376⁽²⁾	D
Limited Stock Appreciation Right	$29.605⁽²⁾							⁽³⁾	05/10/2014	Common Stock	3,376⁽²⁾		3,376⁽²⁾	D
Employee Stock Option (right to buy)	$29.605⁽²⁾							⁽⁹⁾	05/10/2014	Common Stock	316,624⁽²⁾		316,624⁽²⁾	D
Limited Stock Appreciation Right	$29.605⁽²⁾							⁽³⁾	05/10/2014	Common Stock	316,624⁽²⁾		316,624⁽²⁾	D

Explanation of Responses:

1. Represents shares allocated to reporting person in the MGI PHARMA, INC. Common Stock Fund of the MGI PHARMA, INC. Retirement Savings Plan in its report dated December 31, 2004. The number of shares allocated to the reporting person will vary from time to time based on the relative amounts of stock and cash held in the MGI PHARMA, INC. Common Stock Fund at the time of reporting.

2. On May 14, 2004, MGI PHARMA, INC. declared a 2-for-1 stock split payable on June 9, 2004, to shareholders of record on June 2, 2004, resulting in the reporting person's acquisition of additional shares of common stock. The number of shares and exercise price of previously reported options have been adjusted to reflect the stock split.

3. The limited stock appreciation right may be exercised only under limited circumstances following certain "change in control" events.

4. 39,376 shares were exercisable as of March 29, 2004, the remaining 13,124 shares will vest on March 29, 2005.

5. 25,000 shares were exercisable as of May 14, 2004, the remaining 12,500 shares will vest on May 14, 2005.

6. 30,000 shares were exercisable as of June 5, 2004, the remaining 15,000 shares will vest on June 5, 2005.

7. 54 shares will vest on May 12, 2006, the remaining 6188 shares will vest on May 12, 2007.

8. 25,000 shares were exercisable as of May 12, 2004, another 25,000 shares will vest on May 12, 2005, another 24,946 shares will vest on May 12, 2006, and the remaining 18,812 shares will vest on May 12, 2007.

9. 40,000 shares will vest on May 10, 2005, another 40,000 shares will vest on May 10, 2006, an additional 40,000 shares will vest on May 10, 2007 and the remaining 38,312 shares will vest on May 10, 2008.

Remarks:

	Shirley A. Anderson for Leon O. Moulder, Jr. under Power of Attorney dated February 9, 2004, and filed May 12, 2004.	01/27/2005
	** 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).
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