SEC FORM 4

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^*

GARNICK MARC B

(Last)

(First)

(Middle)

C/O PRAECIS PHARMACEUTICALS INC

830 WINTER ST

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRAECIS PHARMACEUTICALS INC [ PRCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share								104,296⁽¹⁾⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽³⁾	$9.3⁽¹⁾	06/19/2006		D⁽⁴⁾			13,999⁽¹⁾	06/19/2006⁽⁴⁾	09/19/2006	Common Stock, par value $.01 per share	13,999	$0⁽⁴⁾	0	D
Stock Option (Right to Buy)⁽³⁾	$9.3⁽¹⁾	06/19/2006		A⁽⁴⁾		13,999⁽¹⁾		06/19/2006⁽⁴⁾	12/31/2006	Common Stock, par value $.01 per share	13,999	$0⁽⁴⁾	13,999	D
Stock Option (Right to Buy)⁽³⁾	$3.35⁽¹⁾	06/19/2006		D⁽⁴⁾			19,999⁽¹⁾	06/19/2006⁽⁴⁾	09/19/2006	Common Stock, par value $.01 per share	19,999	$0⁽⁴⁾	0	D
Stock Option (Right to Buy)⁽³⁾	$3.35⁽¹⁾	06/19/2006		A⁽⁴⁾		19,999⁽¹⁾		06/19/2006⁽⁴⁾	12/31/2006	Common Stock, par value $.01 per share	19,999	$0⁽⁴⁾	19,999	D

Explanation of Responses:

1. Adjusted to reflect a 1-for-5 reverse stock split effected November 1, 2005.

2. Reflects distributions for no consideration to Dr. Garnick in April 2006 of 706 shares by the Garnick Family 1999 Grantor Retained Annuity Trust and 3,257 shares by the Garnick Family 2003 Grantor Retained Annuity Trust for the purpose of meeting each GRAT's annuity payment obligation,

3. The term of the option is ten years from the date of grant.

4. The reported transactions involve an amendment of two outstanding option grants, resulting in the deemed cancellation of the old options and the grant of replacement options. These options were originally granted on November 11, 2004 and May 27, 2005 and vested over three and four years, respectively. In connection with the termination of the reporting person's employment from the Company effective June 19, 2006, vesting of the unvested portion of each option grant was accelerated. The option grants were also amended to provide that such options shall remain exercisable following the reporting person's termination date until December 31, 2006.

	/s/ Marc B. Garnick	06/21/2006
	** 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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