Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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X Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

McKay, Anne F.

2. Issuer Name and Ticker or Trading Symbol
Triangle Pharmaceuticals, Inc. (VIRS)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President                          

(Last)      (First)     (Middle)

c/o Triangle Pharmaceuticals, Inc.
4611 University Drive, 4 University Place

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
1/23/03

(Street)

Durham, NC 27707

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

1/23/03

 

D

 

5,717

D

$6.00

0(1)

D

 
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Options (rights to buy)

$8.00

1/23/03

 

D

 

 

40,000

10/28/96

10/27/06

Common Stock

40,000

 

0

D

 

Stock Options (rights to buy)

$20.75

1/23/03

 

D

 

 

1,445

12/31/97

1/23/07

Common Stock

1,445

 

0

D

 

Stock Options (rights to buy)

$23.625

1/23/03

 

D

 

 

11,460

6/24/01

6/23/07

Common Stock

11,460

 

0

D

 

Stock Options (rights to buy)

$17.50

1/23/03

 

D

 

 

2,572

12/31/98

1/6/08

Common Stock

2,572

 

0

D

 

Stock Options (rights to buy)

$16.00

1/23/03

 

D

 

 

12,000

5/15/02

5/14/08

Common Stock

12,000

 

0

D

 

Stock Options (rights to buy)

$11.125

1/23/03

 

D

 

 

7,000

11/24/02

11/23/08

Common Stock

7,000

 

0

D

 

Stock Options (rights to buy)

$13.406

1/23/03

 

D

 

 

2,237

12/31/99

1/28/09

Common Stock

2,237

 

0

D

 

Stock Options (rights to buy)

$16.25

1/23/03

 

D

 

 

2,625

 (2)

6/24/09

Common Stock

2,625

 

0

D

 

Stock Options (rights to buy)

$13.25

1/23/03

 

D

 

 

25,000

 (2)

12/15/09

Common Stock

25,000

 

0

D

 

Stock Options (rights to buy)

$13.00

1/23/03

 

D

 

 

2,304

12/31/00

1/3/10

Common Stock

2,304

 

0

D

 

Stock Options (rights to buy)

$5.813

1/23/03

 

D

 

 

15,000

5/23/02

5/22/10

Common Stock

15,000

 

0

D

 

Stock Options (rights to buy)

$9.063

1/23/03

 

D

 

 

25,000

 (2)

10/18/10

Common Stock

25,000

 

0

D

 

Stock Options (rights to buy)

$5.563

1/23/03

 

D

 

 

15,000

 (2)

12/18/10

Common Stock

15,000

 

0

D

 

Stock Options (rights to buy)

$2.55

1/23/03

 

D

 

 

20,000

 (3)

8/12/11

Common Stock

20,000

 

0

D

 

Stock Options (rights to buy)

$3.60

1/23/03

 

D

 

 

10,000

 (2)

12/16/11

Common Stock

10,000

 

0

D

 

Stock Options (rights to buy)

$5.14

1/23/03

 

D

 

 

150,000

 (4)

2/26/12

Common Stock

150,000

 

0

D

 

Stock Options (rights to buy)

$2.92

1/23/03

 

D

 

 

100,000

 (2)

8/4/12

Common Stock

100,000

 

0

D

 

Stock Options (rights to buy)

$2.92

1/23/03

 

D

 

 

150,000

 (5)

8/4/12

Common Stock

150,000

 

0

D

 

Stock Options (rights to buy)

$5.88

1/23/03

 

D

 

 

30,000

 (2)

12/18/12

Common Stock

30,000

 

0

D

 

Explanation of Responses:

(1) Includes 1,351 shares of Common Stock acquired in 2003 under Triangle Pharmaceuticals, Inc.'s Employee Stock Purchase Plan.
(2) The options vest and become exercisable as follows: 25% on the first anniversary of the date of grant, and the remaining 75% thereafter in a series of 36 equal monthly installments.
(3) The options vest and become exercisable as follows: 50% on the first anniversary of the date of grant, and the remaining 50% on the second anniversary of the date of grant. If either the NDA or MAA (applications for marketing approval in the US and Europe) for any of the Corporation's drug candidates receive approval in the United States or Europe prior to August 13, 2003, each outstanding option shall automatically accelerate so that each option shall, as of the date of marketing approval, become fully exercisable with respect to the total number of shares of Common Stock at the time subject to such option and may be exercised for any or all of those shares as fully-vested shares of Common Stock.
(4) The options vest and become exercisable as follows: 25% become exercisable after the completion of one year of service measured from the date of grant and the remainder become exercisable in equal monthly installments for thirty-six months thereafter (the "Standard Vesting Schedule"); provided, however: (i) upon the filing (i.e., acceptance for review by the FDA) of an NDA (application for marketing approval in the US) for Coviracil® (emtricitabine) for the treatment of HIV on or before December 31, 2002, 25% of the Options shall automatically accelerate and become fully exercisable as of the date of the acceptance of the NDA for review by the FDA; and (ii) upon the approval of the NDA for Coviracil® (emtricitabine) for the treatment of HIV on or before December 31, 2003, an additional 25% of the Options shall automatically accelerate and become fully exercisable as of the date of marketing approval, if such options had not already become exercisable under the Standard Vesting Schedule.
(5) The options vest and become exercisable as follows: 25% on August 5, 2003, and the remaining 75% thereafter in a series of 36 equal monthly installments
  By: /s/ Anne F. McKay
             Anne F. McKay
**Signature of Reporting Person		 1/27/03
Date

**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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