Sec Form 4 Filing - Sharbaugh William J @ PHARMACEUTICAL PRODUCT DEVELOPMENT INC - 2011-12-05

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

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 Sharbaugh William J 2. Issuer Name and Ticker or Trading Symbol PHARMACEUTICAL PRODUCT DEVELOPMENT INC [ PPDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 929 NORTH FRONT STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2011 (Street) WILMINGTON, NC28401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/22/2011 I V 324 A $ 24.98 13,906 ( 1 ) D Common Stock 12/05/2011 D 13,906 D $ 33.25 0 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (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 Exercisable Expiration Date Title Amount or Number of Shares Stock Options (to buy) $ 27.27 12/05/2011 D 45,000 ( 3 ) ( 3 ) Common Stock 45,000 $ 0 0 D Stock Options (to buy) $ 26.64 12/05/2011 D 30,000 ( 4 ) ( 4 ) Common Stock 30,000 $ 0 0 D Stock Options (to buy) $ 20.45 12/05/2011 D 62,104 ( 5 ) ( 5 ) Common Stock 62,104 $ 0 0 D Stock Options (to buy) $ 25.74 12/05/2011 D 62,104 ( 6 ) ( 6 ) Common Stock 62,104 $ 0 0 D Stock Options (to buy) $ 19.94 12/05/2011 D 27,947 ( 7 ) ( 7 ) Common Stock 27,947 $ 0 0 D Stock Options (to buy) $ 37.69 12/05/2011 D 27,947 ( 7 ) ( 7 ) Common Stock 27,947 $ 0 0 D Stock Options (to buy) $ 43.26 12/05/2011 D 62,104 ( 7 ) ( 7 ) Common Stock 62,104 $ 0 0 D Stock Options (to buy) $ 35.26 12/05/2011 D 77,630 ( 7 ) ( 7 ) Common Stock 77,630 $ 0 0 D Restricted Stock Units ( 8 ) 12/05/2011 D 15,000 ( 8 ) ( 8 ) Common Stock 15,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sharbaugh William J 929 NORTH FRONT STREET WILMINGTON, NC28401 Chief Operating Officer Signatures Lisa C. Noecker attorney-in-fact for William J. Sharbaugh 12/06/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares acquired under the automatic dividend reinvestment provision of the Company's Employee Stock Purchase Plan. ( 2 )Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among Pharmaceutical Prodcut Development, Inc., Jaguar Holdings, LLC and Jaguar Merger Sub, Inc. dated as of October 2, 2011, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock was automatically converted into the right to receive $33.25. ( 3 )The stock options were cancelled pursuant to the Agreement on the effective date of the Merger in exchange for a cash payment equal to the difference (if any ) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. The options were scheduled to vest in three equal increments on 2/23/12, 2/23/13 and 2/23/14 but vesting was accelerated due to the Merger. ( 4 )These stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference (if any) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. The options were scheduled to vest in three equal increments on 6/17/11, 6/17/12 and 6/17/13 but vesting was accelerated due to the Merger. ( 5 )These stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference (if any) between the exerci se price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. The options were scheduled to vest in three equal increments on 2/25/11, 2/25/12 and 2/25/13 but vesting was accelerated due to the Merger. ( 6 )These stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference (if any) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. The options were scheduled to vest in three equal increments on 2/18/10, 2/18/11 and 2/18/12 but vesting was accelerated due to the Merger. ( 7 )These stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference (if any) between the exercise price of the stock options and $33.25 multiplied by the number of shares subject to such stock options less any applicable withholding taxes. ( 8 )Each restricted stock unit (RSU) represents a contingent right to receive one share of PPDI common stock. The RSUs were scheduled to vest in three equal increments on 2/23/12, 2/23/13 and 2/23/14 but became fully vested pursuant to the terms of the Agreement. The RSUs were disposed of pursuant to the terms of the Agreement in exchange for a cash payment of $33.25 per share upon the effective date of the Merger.

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