Sec Form 4 Filing - SALDARINI RONALD J @ CELLEGY PHARMACEUTICALS INC - 2003-11-10

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 SALDARINI RONALD J 2. Issuer Name and Ticker or Trading Symbol CELLEGY PHARMACEUTICALS INC [ CLGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 349 OYSTER POINT BOULEVARD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2003 (Street) SOUTH SAN FRANCISCO, CA94080 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

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 Option (right to buy) $ 5.25 11/06/2003 D( 1 ) 30,000 ( 2 ) 07/05/2009 Common Stock 30,000 $ 0 0 D Stock Option (right to buy) $ 5.25 11/06/2003 A( 1 ) 30,000 ( 2 ) 07/05/2009 Common Stock 30,000 $ 0 30,000 D Stock Option (right to buy) $ 4.81 11/06/2003 D( 1 ) 8,000 ( 3 ) 05/30/2010 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 4.81 11/06/2003 A( 1 ) 8,000 ( 3 ) 05/30/2010 Common Stock 8,000 $ 0 8,000 D Stock Option (right to buy) $ 6.5 11/06/2003 D( 1 ) 8,000 ( 4 ) 05/30/2011 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 6.5 11/06/2003 A( 1 ) 8,000 ( 4 ) 05/30/2011 Common Stock 8,000 $ 0 8,000 D Stock Option (right to buy) $ 2.56 11/06/2003 D( 1 ) 8,000 ( 5 ) 06/04/2012 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 2.56 11/06/2003 A( 1 ) 8,000 ( 5 ) 06/04/2012 Common Stock 8,000 $ 0 8,000 D Stock Option (right to buy) $ 1.8 11/06/2003 D( 1 ) 13,194 ( 6 ) 07/22/2012 Common Stock 13,194 $ 0 0 D Stock Option (right to buy) $ 1.8 11/06/2003 A( 1 ) 13,194 ( 6 ) 07/22/2012 Common Stock 13,194 $ 0 13,194 D Stock Option (right to buy) $ 5 11/06/2003 D( 7 ) 12,000 ( 7 ) 06/03/2013 Common Stock 12,000 $ 0 0 D Stock Option (right to buy) $ 5 11/06/2003 D( 7 ) 12,000 ( 7 ) 06/03/2013 Common Stock 12,000 $ 0 12,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SALDARINI RONALD J 349 OYSTER POINT BOULEVARD, SUITE 200 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Ronald J. Saldarini 11/10/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) Amendment of outstanding option that may be deemed for Section 16 purposes as a cancellation of option and grant of replacement option. The amendment provides that if the director ceases, for certain reasons, to be a member of the Board of Directors prior to November 7, 2004, (A) the option will fully vest and (B) the director will be able to exercise the option until the sooner of (i) the expiration of the ten year term of the option and (ii) five years after the director ceases to be a member of the Board of Directors. ( 2 ) The option was originally granted on July 6, 1999 and provides that 1/4th of the shares shall vest immediately and vesting in four equal annual installments thereafter beginning on July 6, 2000. ( 3 ) The option was originally granted on May 31, 2000 and provides for vesting in three equal annual installments commencing on May 31, 2001. ( 4 ) The option was originally granted on May 31, 2001 and provides for vesting in three equal annual installments commencing on May 31, 2002. ( 5 ) The option was originally granted on June 5, 2002 and provides for vesting in three equal annual installments commencing on June 5, 2003. ( 6 ) The option was originally granted on July 23, 2002 and provides that 1/4th of the shares immediately and 1/12th of the remaining shares will vest monthly thereafter beginning on August 1, 2002. In December 2002, 3295 of the option shares were cancelled with monthly vesting ending on March 1, 2003. ( 7 ) Amendment of outstanding option that may be deemed for Section 16 purposes as a cancellation of option and grant of replacement option. The option was originally granted on June 4, 2003 and provides for vesting in three equal annual installments commencing on June 4, 2004. The amendment provides that if the director ceases, for certain reasons, to be a member of the Board of Directors prior to November 7, 2004, (A) the option will vest as to unvested shares at a rate of 1/36th of the shares each month and (B) the director will be able to exercise the option until the sooner of (i) the expiration of the ten year term of the option and (ii) five years after the director ceases to be a member of the Board of Directors.

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