Sec Form 4 Filing - WELLS LARRY 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 WELLS LARRY 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) $ 2.09 11/06/2003 D( 1 ) 14,920 ( 2 ) 02/05/2005 Common Stock 14,920 $ 0 0 D Stock Option (right to buy) $ 2.09 11/06/2003 A( 1 ) 14,920 11/06/2003 02/05/2005 Common Stock 14,920 $ 0 14,920 D Stock Option (right to buy) $ 8.5 11/06/2003 D( 1 ) 1,000 ( 3 ) 06/10/2006 Common Stock 1,000 $ 0 0 D Stock Option (right to buy) $ 8.5 11/06/2003 A( 1 ) 1,000 11/06/2003 06/10/2006 Common Stock 1,000 $ 0 1,000 D Stock Option (right to buy) $ 3.25 11/06/2003 D( 1 ) 1,000 ( 4 ) 06/04/2007 Common Stock 1,000 $ 0 0 D Stock Option (right to buy) $ 3.25 11/06/2003 A( 1 ) 1,000 11/06/2003 06/04/2007 Common Stock 1,000 $ 0 1,000 D Stock Option (right to buy) $ 8.813 11/06/2003 D( 1 ) 17,000 ( 5 ) 12/04/2007 Common Stock 17,000 $ 0 0 D Stock Option (right to buy) $ 8.813 11/06/2003 A( 1 ) 17,000 11/06/2003 12/04/2007 Common Stock 17,000 $ 0 17,000 D Stock Option (right to buy) $ 5.5 11/06/2003 D( 1 ) 8,000 ( 6 ) 05/27/2008 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 5.5 11/06/2003 A( 1 ) 8,000 11/06/2003 05/27/2008 Common Stock 8,000 $ 0 8,000 D Stock Option (right to buy) $ 5 11/06/2003 D( 1 ) 8,000 ( 7 ) 05/19/2009 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 5 11/06/2003 A( 1 ) 8,000 11/06/2003 05/19/2009 Common Stock 8,000 $ 0 8,000 D Stock Option (right to buy) $ 4.81 11/06/2003 D( 1 ) 8,000 ( 8 ) 05/30/2010 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 4.81 11/06/2003 A( 1 ) 8,000 11/06/2003 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 ( 9 ) 05/30/2011 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 6.5 11/06/2003 A( 1 ) 8,000 11/06/2003 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 ( 10 ) 06/04/2012 Common Stock 8,000 $ 0 0 D Stock Option (right to buy) $ 2.56 11/06/2003 A( 1 ) 8,000 11/06/2003 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 ( 11 ) 07/22/2012 Common Stock 13,194 $ 0 0 D Stock Option (right to buy) $ 1.8 11/06/2003 A( 1 ) 13,194 11/06/2003 07/22/2012 Common Stock 13,194 $ 0 13,194 D Stock OPtion (right to buy) $ 5 11/06/2003 D( 1 ) 12,000 ( 12 ) 06/03/2013 Common Stock 12,000 $ 0 0 D Stock OPtion (right to buy) $ 5 11/06/2003 A( 1 ) 12,000 11/06/2003 06/03/2013 Common Stock 12,000 $ 0 12,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WELLS LARRY J 349 OYSTER POINT BOULEVARD SUITE 200 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Larry Wells 11/10/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) Amendment of outstanding option that may be deemed for Section 16 purposes to be a cancellation of option and grant of replacement option. The amendment (A) accelerates the vesting of the option in full and (B) changes the exercise period of the option after termination of the director to the sooner of (i) the expiration of the ten year term of the option and (ii) five years after the termination. ( 2 ) The option was originally granted on February 6, 1995 and provided for immediate vesting of 25% the shares on completion of the Company's IPO and vesting in four equal annual installments of the remaining shares commencing on February 6, 1996. ( 3 ) The option was originally granted on June 11, 1996 and provided for vesting in four equal annual installments commencing on June 11, 1997. ( 4 ) The option was originally granted on June 5, 1997 and provided for vesting in four equal annual installments commencing on June 5, 1998. ( 5 ) The option was originally granted on December 5, 1997 and provided for vesting in three equal annual installments commencing on December 5, 1998. ( 6 ) The option was originally granted on May 28, 1998 and provided for vesting in three equal annual installments commencing on May 28, 1999. ( 7 ) The option was originally granted on May 20, 1999 and provided for vesting in three equal annual installments commencing on May 20, 2000. ( 8 ) The option was originally granted on May 31, 2000 and provided for vesting in three equal annual installments commencing on May 31, 2001. ( 9 ) The option was originally granted on May 31, 2001 and provided for vesting in three equal annual installments commencing on May 31, 2002. ( 10 ) The option was originally granted on June 5, 2002 and provided for vesting in three equal annual installments commencing on June 5, 2003. ( 11 ) The option was originally granted on July 23, 2002 and provided for immediate vesting of 1/4th of the shares and equal vesting of 1/12th of the remaining shares each month thereafter beginning on August 1, 2002. In December 2002, 3295 of the option shares were cancelled with monthly vesting ending on March 1, 2003. ( 12 ) The option was originally granted on June 4, 2003 and provided for vesting in three equal annual installments commencing on June 4, 2004.

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