FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Belldegrun Arie
2. Issuer Name and Ticker or Trading Symbol

Cougar Biotechnology, Inc. [ CGRB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

UCLA SCHOOL OF MEDICINE, 10833 LE CONTE 66-118 CHS BOX 951738
3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2009
(Street)

LOS ANGELES, CA 90095-1738
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/3/2009     U    116654   D $43.00   0   I   By BTL Trust   (1)
Common Stock   7/3/2009     U    176014   (2) D $43.00   0   I   By MDRB Partnership, L.P.   (3)
Common Stock   7/3/2009     U    15000   (4) D $43.00   0   I   By Belldegrun Family Trust   (5)
Common Stock   7/3/2009     U    49664   D $43.00   0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Warrant   $8.28   7/3/2009     D         35699      (6) 6/30/2010   Common Stock   35699   $34.72   0   I   By MDRB Partnership, L.P.   (3)
Stock Option (Right to Buy)   $.39   7/3/2009     D         153644      (7) 1/1/2014   Common Stock   153644   $42.61   0   D  
 
Stock Option (Right to Buy)   $2.60   7/3/2009     D         38411      (8) 8/24/2014   Common Stock   38411   $40.40   0   D  
 
Stock Option (Right to Buy)   $4.81   7/3/2009     D         90650      (9) 2/27/2016   Common Stock   90650   $38.19   0   D  
 
Stock Option (Right to Buy)   $4.51   7/3/2009     D         161326      (10) 3/9/2016   Common Stock   161326   $38.49   0   D  
 
Stock Option (Right to Buy)   $4.50   7/3/2009     D         30000      (11) 6/28/2016   Common Stock   30000   $38.50   0   D  
 
Stock Option (Right to Buy)   $4.50   7/3/2009     D         200000      (12) 9/6/2016   Common Stock   200000   $38.50   0   D  
 
Stock Option (Right to Buy)   $24.50   7/3/2009     D         10000      (13) 6/11/2017   Common Stock   10000   $18.50   0   D  
 
Stock Option (Right to Buy)   $28.26   7/3/2009     D         10000      (14) 6/17/2018   Common Stock   10000   $18.50   0   D  
 

Explanation of Responses:
( 1)  Held by a trust of which the Reporting Person is a beneficiary.
( 2)  Previously filed Forms 4 have incorrectly reported a dividend of 1,580 shares and the correction of a mathematical error.
( 3)  Shares were transferred to a limited partnership on 4/21/09, of which the Reporting Person is general partner.
( 4)  Shares have previously been incorrectly reported as being directly owned by the Reporting Person
( 5)  Held by a trust of which the Reporting Person is a beneficiary.
( 6)  As a result of the completion of a tender offer by Kite Merger Sub, Inc. ("Kite"), a wholly-owned subsidiary of Johnson & Johnson, effective as of July 2, 2009, this warrant was cancelled and the holder is entitled to a cash payment from the Issuer in the gross amount of $1,239,469.28, less applicable withholding, representing the difference between $43.00 (tender offer price) and the warrant exercise price for each share subject to this warrant.
( 7)  As a result of the completion of a tender offer by Kite, effective as of July 2, 2009, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $6,546,770.84, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
( 8)  As a result of the completion of a tender offer by Kite, effective as of July 2, 2009, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $1,551,804.40, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
( 9)  As a result of the completion of a tender offer by Kite, effective as of July 2, 2009, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $3,461,923.50, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
( 10)  As a result of the completion of a tender offer by Kite, effective as of July 2, 2009, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $6,209,437.74, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
( 11)  As a result of the completion of a tender offer by Kite, effective as of July 2, 2009, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $1,155,000.00, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
( 12)  This option to purchase shares of the Issuer's common stock, which provided for vesting in four equal annual installments commencing on the first anniversary of the date of grant, became 100% vested and exercisable due to a change in control of the Issuer effected through the completion of a tender offer by Kite, effective as of July 2, 2009. As a result of the completion of the tender offer, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $7,700,000.00, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
( 13)  This option to purchase shares of the Issuer's common stock, which provided for vesting in three equal annual installments commencing on the first anniversary of the date of grant, became 100% vested and exercisable due to a change in control of the Issuer effected through the completion of a tender offer by Kite, effective as of July 2, 2009. As a result of the completion of the tender offer, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $185,000.00, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.
( 14)  This option to purchase shares of the Issuer's common stock, which provided for vesting in three equal annual installments commencing on the first anniversary of the date of grant, became 100% vested and exercisable due to a change in control of the Issuer effected through the completion of a tender offer by Kite, effective as of July 2, 2009. As a result of the completion of the tender offer, this stock option was cancelled and the reporting person is entitled to a cash payment from the Issuer in the gross amount of $147,400.00, less applicable withholding, representing the difference between $43.00 (tender offer price) and the option exercise price for each share subject to this stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Belldegrun Arie
UCLA SCHOOL OF MEDICINE
10833 LE CONTE 66-118 CHS BOX 951738
LOS ANGELES, CA 90095-1738
X



Signatures
/s/ Charles R. Eyler as Attorney-in-Fact for Arie S. Belldegrun pursuant to Power of Attorney filed herewith. 7/7/2009
** 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.
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