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*
POSNER BRIAN M
(Last) (First) (Middle)
PHARMACOPEIA, INC.
P.O. BOX 5350
(Street)
PRINCETON NJ 08543-5350
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHARMACOPEIA INC [ PCOP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2008
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 12/23/2008 D 39,813.77 D (1) 0 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 (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
Incentive Stock Option (right to buy) $3.84 12/23/2008 D 24,182 02/25/2009(2) 02/25/2018 Common Stock 24,182 $0.2 0 D
Incentive Stock Option (right to buy) $4.3182 12/23/2008 D 7,700 10/17/2003(2) 10/17/2012 Common Stock 7,700 $0.2 0 D
Incentive Stock Option (right to buy) $4.67 12/23/2008 D 10,212 02/28/2008(2) 02/28/2017 Common Stock 10,212 $0.2 0 D
Incentive Stock Option (right to buy) $4.75 12/23/2008 D 24,831 (2) 03/01/2016 Common Stock 24,831 $0.2 0 D
Incentive Stock Option (right to buy) $4.9432 12/23/2008 D 14,027 06/21/2000(2) 06/21/2009 Common Stock 14,027 $0.2 0 D
Incentive Stock Option (right to buy) $6.2 12/23/2008 D 28,524 (2) 05/04/2016 Common Stock 28,524 $0.2 0 D
Incentive Stock Option (right to buy) $8.8818 12/23/2008 D 22,000 03/16/2005(2) 03/16/2014 Common Stock 22,000 $0.2 0 D
Incentive Stock Option (right to buy) $19.7727 12/23/2008 D 10,925 07/11/2001(2) 07/11/2010 Common Stock 10,925 $0.2 0 D
Non-Qualified Stock Option (right to buy) $3.84 12/23/2008 D 55,818 02/25/2009(2) 02/25/2018 Common Stock 55,818 $0.2 0 D
Non-Qualified Stock Option (right to buy) $4.67 12/23/2008 D 24,788 02/28/2008(2) 02/28/2017 Common Stock 24,788 $0.2 0 D
Non-Qualified Stock Option (right to buy) $4.75 12/23/2008 D 338 10/17/2003(2) 03/01/2016 Common Stock 338 $0.2 0 D
Non-Qualified Stock Option (right to buy) $5.3045 12/23/2008 D 12,760 09/24/2002(2) 09/24/2011 Common Stock 12,760 $0.2 0 D
Non-Qualified Stock Option (right to buy) $6.2 12/23/2008 D 46,478 (2) 05/04/2016 Common Stock 46,478 $0.2 0 D
Non-Qualified Stock Option (right to buy) $19.7727 12/23/2008 D 74 07/11/2001(2) 07/11/2010 Common Stock 74 $0.2 0 D
Explanation of Responses:
1. Disposed of pursuant to merger agreement between Pharmacopeia, Inc. ("Pharmacopeia"), Ligand Pharmaceuticals Incorporated ("Ligand") , Margaux Acquisition Corp., a wholly-owned subsidiary of Ligand, and Latour Acquisition, LLC, a wholly-owned subsidiary of Ligand, in exchange for approximately 23,828.54 shares of Ligand common stock having a market value of $2.58 per share on the effective date of the merger and $12,342.27 in cash, without interest. In addition, the reporting person received one contingent value right ("CVR") for each share of the Pharmacopeia common stock disposed of in the merger by the reporting person. The CVRs provide each holder the right to receive approximately $0.50 per share if Ligand enters into a license, sale, development, marketing or option agreement with respect to certain product candidates (other than any agreement with Bristol-Myers Squibb Company or any of its affiliates) on or prior to December 31, 2011.
2. This option was canceled in connection with Pharmacopeia's offer to purchase all outstanding options, whether vested or unvested, to purchase shares of Pharmacopeia common stock, par value $0.01 per share, which was consummated on December 23, 2008. The reporting person received a cash payment of $0.20 per share of common stock issuable upon exercise of each such option.
By: Justin Vogel For: Brian Posner 12/24/2008
** 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).
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