Form 4 DOC

4 1 form4.htm FORM 4 Form 4 DOC

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
(Print or Type Responses)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1.    Name and address of Reporting Person*
Sherwin, Stephen A.

2.    Issuer Name and ticker or Trading Symbol
Cell Genesys, Inc.    (CEGE)

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

     (Last)        (First)       (Middle)
c/o:    Cell Genesys, Inc.
342 Lakeside Drive
     (Street)
Foster City, California    94404
     (City)        (State)       (Zip)

3.    IRS Identification Number of Reporting Person, if an Entity (Voluntary)

4.    Statement for Month/Day/Year
September 26, 2002
5.    If Amendment, Date of Original (Month/Day/Year)

X     Director          10% Owner
X     Officer (give title below)         Other (specify below)
   Chairman and Chief Executive Officer

7.    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

2A. Deemed Transaction Date, if any

3.    Transac- tion Code
  (Instr. 8)

4.    Securities Acquired (A)  or Disposed of (D)   (Instr.3, 4 and 5)

5.    Amount of Securities Beneficially Owned Following Reported

6. Owner- ship Form: Direct

7.    Nature of
Indirect
Beneficial



(Month/Day/Year)

(Month/Day/Year)

Code

V

Amount

(A) or (D)

Price

Transaction(s) (Instr. 3 and 4)

(D) or In- direct (I)
(Instr. 4)

Ownership
(Instr. 4)

Common Stock

09/25/2002

M

2,334

A

$3.00

D

Common Stock

09/25/2002

M

5,000

A

$3.00

D

Common Stock

09/25/2002

M

1,000

A

$3.00

D

Common Stock

09/25/2002

M

3,126

A

$3.00

D

Common Stock

09/26/2002

G (1)

3,126

D

D

Common Stock

09/26/2002

G (1)

2,334

D

D

Common Stock

09/26/2002

G (2)

5,000

D

D

Common Stock

09/26/2002

G (3)

1,000

D

436,775

D

30,000

I

by Son

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 reprting person, see Instruction 4(b)(v).

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. Conver- sion 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 Underlying Securities
  (Instr. 3 and 4)

8.    Price of Derivative Security
  (Instr. 5)

9.    Number of Derivative Securities Beneficially Owned at End 0f Month
  (Instr. 4)

10. Ownership Form of Derivative Security.
Direct (D) or Indirect (I)
  (Instr. 4)

11.    Nature of Indirect Beneficial Ownership
  (Instr. 4)

Code

V

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)(4)

$3.00

09/25/2002

M

2,334

12/01/1995

11/20/2002

Common Stock

2,334

D

Non-Qualified Stock Option (right to buy)(4)

$3.00

09/25/2002

M

5,000

12/01/1995

11/20/2002

Common Stock

5,000

D

Non-Qualified Stock Option (right to buy)(4)

$3.00

09/25/2002

M

1,000

12/01/1995

11/20/2002

Common Stock

1,000

D

Non-Qualified Stock Option (right to buy)(4)

$3.00

09/25/2002

M

3,126

12/01/1995

11/20/2002

Common Stock

3,126

0

D

Explanation of Responses:
(1) Gift made to Yale University (2) Gift made to Asian Art Museum Foundation (3) Gift made to San Francisco University High School (4) Stock option granted pursuant to the Cell Genesys, Inc. 1989 Incentive Stock Plan which satisfies the requirements of Rule 16-b3.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff.(a)

    /s/ Stephen A. Sherwin
        Stephen A. Sherwin
**Signature of Reporting Person

    September 26, 2002
Date

1. Name and address of Reporting Person* Sherwin, Stephen A.	2. Issuer Name and ticker or Trading Symbol Cell Genesys, Inc. (CEGE)		6. Relationship of Reporting Person to Issuer (Check all applicable)
(Last) (First) (Middle) c/o: Cell Genesys, Inc. 342 Lakeside Drive (Street) Foster City, California 94404 (City) (State) (Zip)	3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)	4. Statement for Month/Day/Year September 26, 2002 5. If Amendment, Date of Original (Month/Day/Year)	X Director 10% Owner X Officer (give title below) Other (specify below) Chairman and Chief Executive Officer 7. Individual or Joint/Group Filing (Check applicable line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

1. Title of Security (Instr. 3)	2. Transaction Date	2A. Deemed Transaction Date, if any	3. Transac- tion Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr.3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported	6. Owner- ship Form: Direct	7. Nature of Indirect Beneficial
	(Month/Day/Year)	(Month/Day/Year)	Code	V	Amount	(A) or (D)	Price	Transaction(s) (Instr. 3 and 4)	(D) or In- direct (I) (Instr. 4)	Ownership (Instr. 4)
Common Stock	09/25/2002		M		2,334	A	$3.00		D
Common Stock	09/25/2002		M		5,000	A	$3.00		D
Common Stock	09/25/2002		M		1,000	A	$3.00		D
Common Stock	09/25/2002		M		3,126	A	$3.00		D
Common Stock	09/26/2002		G (1)		3,126	D			D
Common Stock	09/26/2002		G (1)		2,334	D			D
Common Stock	09/26/2002		G (2)		5,000	D			D
Common Stock	09/26/2002		G (3)		1,000	D		436,775	D
								30,000	I	by Son