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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

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^*

COSGRAVE MICHAEL

(Last)

(First)

(Middle)

C/O PHARMION CORPORATION

2525 28TH STREET

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHARMION CORP [ PHRM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2004

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	12/13/2004		M		21,250	A	$0.4	21,250	D
Common Stock	12/13/2004		M		4,843	A	$1.6	26,093	D
Common Stock	12/13/2004		M		22,160	A	$2.4	48,253	D
Common Stock	12/13/2004		M		9,375	A	$13.67	57,628	D
Common Stock	12/13/2004		S		3,000	D	$47.68	54,628	D
Common Stock	12/13/2004		S		7,252	D	$47.6	47,376	D
Common Stock	12/13/2004		S		3,000	D	$47.45	44,376	D
Common Stock	12/13/2004		S		21,415	D	$47.4	22,961	D
Common Stock	12/14/2004		S		500	D	$47.4	22,461	D
Common Stock	12/14/2004		S		1,500	D	$47.2	20,961	D
Common Stock	12/14/2004		S		8,300	D	$47	12,661	D
Common Stock	12/14/2004		S		1,000	D	$46.97	11,661	D
Common Stock	12/14/2004		S		4,000	D	$46.85	7,661	D
Common Stock	12/14/2004		S		2,000	D	$46.71	5,661	D
Common Stock	12/14/2004		S		2,161	D	$46.53	3,500	D
Common Stock	12/14/2004		S		2,500	D	$46.5	1,000	D
Common Stock	12/14/2004		S		1,000	D	$46.49	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)
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)
Employee Stock Option (right to buy)	$0.4	12/13/2004		M			21,250	11/13/2000	11/13/2007	Common Stock	21,250	$0	0	D
Employee Stock Option (right to buy)	$1.6	12/13/2004		M			4,843	04/23/2002 ^{( 1 )}	04/23/2009	Common Stock	4,843	$0	2,657	D
Employee Stock Option (right to buy)	$2.4	12/13/2004		M			22,160	12/09/2002 ^{( 2 )}	12/09/2009	Common Stock	22,160	$0	24,090	D
Employee Stock Option (right to buy)	$13.67	12/13/2004		M			9,375	^{( 3 )}	12/02/2010	Common Stock	9,375	$0	28,125	D

Explanation of Responses:

1. The option was immediately exercisable as to both vested and unvested shares. The grant consisted of an option to purchase 7,500 shares of Common Stock and continues to vest as follows: 25% vested on April 23, 2003 (the one year anniversary of the date of grant) and 1/48 of the remainder vests monthly thereafter. To the extent the reporting person exercises the option as to unvested shares, such shares will be subject to a repurchase right held by the Issuer, which right will lapse in accordance with the vesting schedule for the option grant. The partial exercise of the option described herein related only to fully vested shares.

2. The option was immediately exercisable as to both vested and unvested shares. The grant consisted of an option to purchase 46,250 shares of Common Stock and continues to vest as follows: 25% vested on December 9, 2003 (the one year anniversary of the date of grant) and 1/48 of the remainder vests monthly thereafter. To the extent the reporting person exercises the option as to unvested shares, such shares will be subject to a repurchase right held by the Issuer, which right will lapse in accordance with the vesting schedule for the option grant. The partial exercise of the option described herein related only to fully vested shares.

3. The option is exercisable in accordance with its vesting schedule. Twenty-five percent of the shares vested on December 2, 2004 (the one year anniversary of the date of grant) and 1/48 of the remainder vests monthly thereafter.

	/s/ Erle T. Mast, Attorney-in-Fact	12/14/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.