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*
GENDREAU R MICHAEL
(Last) (First) (Middle)
4350 EXECUTIVE DRIVE SUITE 325
(Street)
SAN DIEGO CA 92121
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CYPRESS BIOSCIENCE INC [ CYPB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2004
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)
Code V Amount (A) or (D) Price
Common Stock 12/02/2004 M 2,100 A $2.5 2,100 D
Common Stock 12/02/2004 M 2,500 A $2.5 4,600 D
Common Stock 12/02/2004 M 3,125 A $2.5 7,725 D
Common Stock 12/02/2004 M 10,000 A $2.5 17,725 D
Common Stock 12/02/2004 M 7,477 A $2.5 25,202 D
Common Stock 12/02/2004 M 4,824 A $2.5 30,026 D
Common Stock 12/02/2004 M 9,833 A $1.4062 39,859 D
Common Stock 12/02/2004 M 12,423 A $2.51 52,282 D
Common Stock 12/02/2004 M 7,045 A $3.25 59,327 D
Common Stock 12/02/2004 S 59,327 D $12.5589 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $2.5 12/02/2004 M 2,100 03/31/1995(1) 01/31/1999 Common Stock 2,100 $0 0 D
Stock Option (right to buy) $2.5 12/02/2004 M 2,500 04/29/1996(2) 04/29/2006 Common Stock 2,500 $0 0 D
Stock Option (right to buy) $2.5 12/02/2004 M 3,125 04/29/1996(2) 04/29/2006 Common Stock 3,125 $0 0 D
Stock Option (right to buy) $2.5 12/02/2004 M 10,000 04/29/1996(3) 04/29/2006 Common Stock 10,000 $0 0 D
Stock Option (right to buy) $2.5 12/02/2004 M 7,477 08/10/1998(4) 06/27/2006 Common Stock 7,477 $0 0 D
Stock Option (right to buy) $2.5 12/02/2004 M 4,824 08/10/1998(4) 06/27/2006 Common Stock 4,824 $0 0 D
Stock Option (right to buy) $1.4062 12/02/2004 M 9,833 03/20/2001(5) 03/20/2011 Common Stock 9,833 $0 0 D
Stock Option (right to buy) $2.51 12/02/2004 M 12,423 03/27/2003(6) 03/27/2013 Common Stock 12,423 $0 731 D
Stock Option (right to buy) $3.25 12/02/2004 M 7,045 04/29/2004(7) 04/29/2012 Common Stock 7,045 $0 688 D
Explanation of Responses:
1. The shares subject to the option vested daily and ratably over a period of four years beginning March 31, 1995, and as of January 31, 1999, were fully vested.
2. The shares subject to the option vested 100% as of April 29, 1996.
3. The shares subject to the option vested daily and ratably over a period of four years beginning April 29, 1996, and as of April 29, 1999, were fully vested.
4. The shares subject to the option began vesting August 10, 1998, and as of February 10, 2002, were fully vested.
5. The shares subject to the option began vesting March 21, 2001, and as of December 31, 2002, were fully vested.
6. The shares subject to the option began vesting March 27, 2003, and as of December 1, 2003, 12,423 were fully vested with the remaining 731 options vesting daily and ratably until fully vested as of December 31, 2004.
7. The shares subject to the option vest daily and ratably over a period of two years beginning April 29, 2004
Remarks:
Sabrina Martucci Johnson Attorney-in-Fact 12/03/2004
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.