Edgar Filing: DOWNEY BRUCE

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 ^*

DOWNEY BRUCE

2. Issuer Name and Ticker or Trading Symbol
BARR PHARMACEUTICALS INC [BRL]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

BARR PHARMACEUTICALS, INC, 225 SUMMIT AVE.

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2008

(Street)

MONTVALE, NJ 07645

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 options

$ 11.06

11/20/2008

G⁽¹⁾

168,729 ⁽¹⁾

⁽²⁾

08/11/2009

Common Stock

168,729

⁽¹⁾

Stock options

$ 11.06

11/20/2008

G⁽¹⁾

168,729 ⁽¹⁾

⁽²⁾

08/11/2009

Common Stock

168,729

⁽¹⁾

168,729

By Family LLC

Stock options

$ 24.57

11/20/2008

G⁽¹⁾

135,000 ⁽¹⁾

⁽³⁾

08/09/2010

Common Stock

135,000

⁽¹⁾

Stock options

$ 24.57

11/20/2008

G⁽¹⁾

135,000 ⁽¹⁾

⁽³⁾

08/09/2010

Common Stock

135,000

⁽¹⁾

135,000

By Family LLC

Stock options

$ 11.06

11/20/2008

S⁽⁵⁾

167,042 ⁽⁴⁾

⁽²⁾

08/11/2009

Common Stock

168,729 ⁽⁴⁾

⁽⁴⁾

1,687 ⁽⁵⁾

By Family LLC

Stock options

$ 24.57

11/20/2008

S⁽⁵⁾

133,650 ⁽⁴⁾

⁽³⁾

08/09/2010

Common Stock

135,000 ⁽⁴⁾

⁽⁴⁾

1,350 ⁽⁵⁾

By Family LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DOWNEY BRUCE BARR PHARMACEUTICALS, INC 225 SUMMIT AVE. MONTVALE, NJ 07645	X		Chairman & CEO

Signatures

/s/ William T. McKee as Attorney-in-Fact for Bruce Downey		11/24/2008
^**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)	On November 20, 2008 and for estate planning purposes, the reporting person contributed these stock options to a family limited liability company (the "LLC").
(2)	The options became exercisable in three equal annual installments on August 11, 2000, August 11, 2001 and August 11, 2002.
(3)	The options became exercisable in three equal annual installments on August 9, 2001, August 9, 2002 and August 9, 2003.
(4)	On November 20, 2008, the reporting person sold his 99% interest in the LLC to two trusts (the "Trusts") established for the benefit of his adult children. The reporting person is neither a trustee nor a beneficiary of the Trusts. Each Trust paid $3,990,000 for a 49.5% interest in the LLC.
(5)	Represents a 1% interest in the LLC holding the options.

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