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*
RUBINFELD JOSEPH
(Last) (First) (Middle)
C/O SUPERGEN, INC.
4140 DUBLIN BOULEVARD, SUITE 200
(Street)
DUBLIN CA 94568
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUPERGEN INC [ SUPG ] 		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)
12/31/2003
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 12/31/2003 F 826(1) D $11 1,402,786 D
Common Stock 12/31/2003 F 9,090(2) D $11 1,393,696 D
Common Stock 12/31/2003 F 79(3) D $11 1,393,617 D
Common Stock 12/31/2003 F 267(4) D $11 1,393,350 D
Common Stock 12/31/2003 F 1,477(5) D $11 1,391,873 D
Common Stock 12/31/2003 M 2,674 A $3.4 1,394,547 D
Common Stock 12/31/2003 M 16,666 A $6 1,411,213 D
Common Stock 12/31/2003 M 166 A $5.25 1,411,379 D
Common Stock 12/31/2003 M 500 A $5.88 1,411,879 D
Common Stock 12/31/2003 M 2,500 A $6.5 1,414,379 D
Common Stock 49,000 I See footnote(6)
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
Employee Stock Option (right to buy) $3.4 12/31/2003 M 2,674 (7) 01/22/2013 Common Stock 2,674 $0 15,589 D
Employee Stock Option (Right to buy) $6 12/31/2003 M 16,666 (8) 03/12/2006 Common Stock 16,666 $0 483,334 D
Employee Stock Option (Right to buy) $5.25 12/31/2003 M 166 (9) 05/14/2012 Common Stock 166 $0 1,334 I By spouse
Employee Stock Option (Right to buy) $5.88 12/31/2003 M 500 (10) 09/02/2008 Common Stock 500 $0 0 I By spouse
Employee Stock Option (Right to buy) $6.5 12/31/2003 M 2,500 (11) 12/22/2008 Common Stock 2,500 $0 0 I By spouse
Explanation of Responses:
1. Shares surrendered to Issuer upon exercise of options to acquire 2,674 shares of Common Stock under the Issuer's Amended and Restated 1993 Stock Option Plan (the "1993 Plan") at an exercise price of $3.40 per share.
2. Shares surrendered to Issuer upon exercise of options to acquire 16,666 shares of Common Stock under the 1993 Plan at an exercise price of $6.00 per share.
3. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 166 shares of Common Stock under the 1993 Plan at an exercise price of $5.25 per share.
4. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 500 shares of Common Stock under the 1993 Plan at an exercise price of $5.88 per share.
5. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 2,500 shares of Common Stock under the 1993 Plan at an exercise price of $6.50 per share.
6. The shares are held by the Reporting Person and/or the Reporting Person's spouse as custodian for grandchildren.
7. The Reporting Person exercised 2,674 shares of the 45,000 share option granted on January 22, 2003 under the 1993 Plan, which 45,000 share option vested and became exercisable as to 1/12th of the shares on January 31, 2003 and on the last day of each calendar month thereafter.
8. The Reporting Person exercised 16,666 of the 500,000 share option granted on March 12, 1996 under the 1993 Plan, which 500,000 share option vested and became exercisable as to 1/4th of the shares on March 12, 1996 and as to 1/36th of the remaining shares at the end of each full month thereafter.
9. The spouse of the Reporting Person exercised 166 shares of the 1,500 share option granted on May 14, 2002 under the 1993 Plan, which 1,500 share option vested and became exercisable as to 1/12th of the shares on June 14, 2002 and at the end of each full month thereafter.
10. The spouse of the Reporting Person exercised all shares of the 500 share option granted on September 2, 1998 under the 1993 Plan, which 500 share option vested as to 1/30th of the shares on October 2, 1998 and at the end of each full month thereafter.
11. The spouse of the Reporting Person exercised all shares of the 2,500 share option granted on December 22, 1998 under the 1993 Plan, which 2,500 share option vested as to 1/36th of the shares on January 22, 1999 and at the end of each full month thereafter.
/s/ Joseph Rubinfeld 01/05/2004
** 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.
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