X0201 4 2004-01-08 0 0000919722 SUPERGEN INC SUPG 0001033369 RUBINFELD JOSEPH C/O SUPERGEN, INC. 4140 DUBLIN BOULEVARD, SUITE 200 DUBLIN CA 94568 1 0 0 0 Common Stock 2004-01-08 4 F 0 4125 11.86 D 1410254 D Common Stock 2004-01-08 4 F 0 509 11.86 D 1409745 D Common Stock 2004-01-08 4 F 0 574 11.86 D 1409171 D Common Stock 2004-01-08 4 F 0 770 11.86 D 1408401 D Common Stock 2004-01-08 4 F 0 590 11.86 D 1407811 D Common Stock 2004-01-08 4 F 0 693 11.86 D 1407118 D Common Stock 2004-01-08 4 M 0 16200 3.02 A 1423318 D Common Stock 2004-01-08 4 M 0 1500 4.03 A 1424818 D Common Stock 2004-01-08 4 M 0 1500 4.54 A 1426318 D Common Stock 2004-01-08 4 M 0 2000 4.57 A 1428318 D Common Stock 2004-01-08 4 M 0 1334 5.25 A 1429652 D Common Stock 2004-01-08 4 M 0 1399 5.88 A 1431051 D Common Stock 49000 I See footnote Employee Stock Option (Right to buy) 3.02 2004-01-08 4 M 0 16200 0 D 2003-12-31 2012-11-01 Common Stock 16200 0 I By spouse Employee Stock Option (Right to buy) 4.03 2004-01-08 4 M 0 1500 0 D 2003-12-31 2013-05-22 Common Stock 1500 0 I By spouse Employee Stock Option (Right to buy) 4.54 2004-01-08 4 M 0 1500 0 D 2012-11-26 Common Stock 1500 0 I By spouse Employee Stock Option (Right to buy) 4.57 2004-01-08 4 M 0 2000 0 D 2003-12-31 2012-05-20 Common Stock 2000 0 I By spouse Employee Stock Option (Right to buy) 5.25 2004-01-08 4 M 0 1334 0 D 2012-05-14 Common Stock 1334 0 I By spouse Employee Stock Option (Right to buy) 5.88 2004-01-08 4 M 0 1399 0 D 2008-09-02 Common Stock 1399 98601 D Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 16,200 shares of Common Stock under the Issuer's Amended and Restated 1993 Stock Option Plan (the "Plan") at an exercise price of $3.02 per share. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 1,500 shares of Common Stock under the Plan at an exercise price of $4.03 per share. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 1,500 shares of Common Stock under the Plan at an exercise price of $4.54 per share. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 2,000 shares of Common Stock under the Plan at an exercise price of $4.57 per share. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 1,334 shares of Common Stock under the Plan at an exercise price of $5.25 per share. Shares surrendered to Issuer upon exercise by Reporting Person of options to acquire 1,399 shares of Common Stock under the Plan at an exercise price of $5.88 per share. The shares are held by the Reporting Person and/or the Reporting Person's spouse as custodian for grandchildren. The spouse of the Reporting Person exercised all shares of the 1,500 share option granted on November 26, 2002 under the Plan, which 1,500 share option vested as to 1/12th of the shares on December 26, 2002 and at the end of each full month thereafter. The spouse of the Reporting Person exercised 1,334 shares of the 1,500 share option granted on May 14, 2002 under the Plan, which 1,500 share option vested as to 1/12th of the shares on June 14, 2002 and at the end of each full month thereafter. The Reporting Person exercised 1,399 shares of the 100,000 share option granted on September 2, 1998 under the Plan, which 100,000 share option vested as to 1/30th of the shares on October 2, 1998 and at the end of each full month thereafter. /s/ Joseph Rubinfeld 2004-01-12