Edgar Filing: ATRIX LABORATORIES INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BETHUNE DAVID R

2. Issuer Name and Ticker or Trading Symbol
ATRIX LABORATORIES INC [ATRX]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

2579 MIDPOINT DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004

(Street)

FORT COLLINS, CO 80525

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/19/2004		D		146,477	D	⁽¹⁾	0	D

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 9.75

11/19/2004

60,000

⁽²⁾

06/02/2010

Common Stock

60,000

⁽²⁾

Stock Option

$ 9.5

11/19/2004

50,000

⁽³⁾

08/03/2010

Common Stock

50,000

⁽³⁾

Stock Option

$ 12.875

11/19/2004

50,000

⁽⁴⁾

08/18/2010

Common Stock

50,000

⁽⁴⁾

Stock Option

$ 15.125

11/19/2004

20,000

⁽⁵⁾

09/05/2010

Common Stock

20,000

⁽⁵⁾

Stock Option

$ 17.6875

11/19/2004

100,000

⁽⁶⁾

01/02/2011

Common Stock

100,000

⁽⁶⁾

Stock Option

$ 5

11/19/2004

100,503

⁽⁷⁾

08/06/2011

Common Stock

100,503

⁽⁷⁾

Stock Option

$ 22.62

11/19/2004

25,000

⁽⁸⁾

05/22/2012

Common Stock

25,000

⁽⁸⁾

Stock Option

$ 25

11/19/2004

25,000

⁽⁹⁾

05/22/2012

Common Stock

25,000

⁽⁹⁾

Stock Option

$ 28

11/19/2004

25,000

⁽¹⁰⁾

05/22/2012

Common Stock

25,000

⁽¹⁰⁾

Stock Option

$ 30

11/19/2004

25,000

⁽¹¹⁾

05/22/2012

Common Stock

25,000

⁽¹¹⁾

Stock Option

$ 16.46

11/19/2004

150,000

⁽¹²⁾

04/28/2013

Common Stock

150,000

⁽¹²⁾

Stock Option

$ 31

11/19/2004

50,000

⁽¹³⁾

05/06/2014

Common Stock

50,000

⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BETHUNE DAVID R 2579 MIDPOINT DRIVE FORT COLLINS, CO 80525	X		Chief Executive Officer

Signatures

Sarah Watson, Attorney-in-Fact for David R. Bethune		11/23/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to merger agreement between issuer and QLT Inc. for 146,477 shares of QLT common stock having a market value of $15.42 per share as reported on NASDAQ on the effective date of the merger, and $2,140,028.90 in cash.
(2)	This option, which provided for vesting in three equal annual installments beginning on June 2, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 114,244 shares of QLT Inc. common stock for $5.13 per share.
(3)	This option, which provided for vesting in three equal annual installments beginning on August 3, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 95,203 shares of QLT Inc. common stock for $4.99 per share.
(4)	This option, which provided for vesting in three equal annual installments beginning on August 18, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 95,203 shares of QLT Inc. common stock for $6.77 per share.
(5)	This option, which provided for vesting in three equal annual installments beginning on September 5, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 38,081 shares of QLT Inc. common stock for $7.95 per share.
(6)	This option, which provided for vesting in three equal annual installments beginning on January 2, 2002, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 190,405 shares of QLT Inc. common stock for $9.29 per share.
(7)	This option, which vested immediately on August 6, 2001, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 191,364 shares of QLT Inc. common stock for $2.63 per share.
(8)	This option, which provided for vesting in two equal annual installments beginning on May 22, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 47,600 shares of QLT Inc. common stock for $11.88 per share.
(9)	This option, which provided for vesting in two equal annual installments beginning on May 22, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 47,601 shares of QLT Inc. common stock for $13.13 per share.
(10)	This option, which provided for vesting in two equal annual installments beginning on May 22, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 47,601 shares of QLT Inc. common stock for $14.71 per share.
(11)	This option, which provided for vesting in two equal annual installments beginning on May 22, 2003, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 47,601 shares of QLT Inc. common stock for $15.76 per share.
(12)	This option, which provided for vesting in three equal annual installments beginning on April 28, 2004, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 285,610 shares of QLT Inc. common stock for $8.65 per share.
(13)	This option, which provided for vesting in three equal annual installments beginning on May 6, 2004, was assumed by QLT Inc. in the merger and replaced with a fully vested option to purchase 95,203 shares of QLT Inc. common stock for $16.29 per share.

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