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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
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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*
SWARTZ ERIC S
(Last) (First) (Middle)
C/O PEREGRINE PHARMACEUTICALS, INC.
14272 FRANKLIN AVENUE, SUITE 100
(Street)
TUSTIN, CA 92780
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEREGRINE PHARMACEUTICALS INC [ PPHM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2004
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)
Code V Amount (A) or (D) Price
Common Stock, $.001 par value 12/17/2004 M 5,759 A $0.2375(1) 1,448,768 D
Common Stock, $.001 par value 12/17/2004 M 3,748 A $0.3313(1) 1,452,516 D
Common Stock, $.001 par value 12/17/2004 M 3,309 A $0.3625(1) 1,455,825 D
Common Stock, $.001 par value 12/17/2004 M 1,409 A $0.6125(1) 1,457,234 D
Common Stock, $.001 par value 12/17/2004 M 942 A $0.7375(1) 1,458,176 D
Common Stock, $.001 par value 12/17/2004 M 2,485 A $0.78(1) 1,460,661 D
Common Stock, $.001 par value 12/17/2004 M 2,828 A $0.8(1) 1,463,489 D
Common Stock, $.001 par value 12/17/2004 M 4,072 A $0.8625(1) 1,467,561 D
Common Stock, $.001 par value 12/17/2004 M 1,594 A $0.99(1) 1,469,155 D
Common Stock, $.001 par value 12/17/2004 M 574 A $1.04(1) 1,469,729 D
Common Stock, $.001 par value 12/17/2004 M 83 A $1.2375(1) 1,469,812 D
Common Stock, $.001 par value 355,593 I By Swartz Ventures, Inc.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase common stock (right to buy) $0.2375 12/17/2004 M 7,105 11/18/1999 12/31/2004 Common Stock 5,759 $0.2375 353,473 D
Warrant to purchase common stock (right to buy) $0.3313 12/17/2004 M 5,094 01/13/2000 12/31/2004 Common Stock 3,748 $0.3313 348,379 D
Warrant to purchase common stock (right to buy) $0.3625 12/17/2004 M 4,655 10/13/1999 12/31/2004 Common Stock 3,309 $0.3625 343,724 D
Warrant to purchase common stock (right to buy) $0.6125 12/17/2004 M 2,755 05/10/1999 12/31/2004 Common Stock 1,409 $0.6125 340,969 D
Warrant to purchase common stock (right to buy) $0.7375 12/17/2004 M 2,288 06/02/1999 12/31/2004 Common Stock 942 $0.7375 338,681 D
Warrant to purchase common stock (right to buy) $0.78 12/17/2004 M 6,575 09/20/2001 12/31/2004 Common Stock 2,485 $0.78 332,106 D
Warrant to purchase common stock (right to buy) $0.8 12/17/2004 M 7,813 08/16/1999 12/31/2004 Common Stock 2,828 $0.8 324,293 D
Warrant to purchase common stock (right to buy) $0.8625 12/17/2004 M 13,043 02/02/1999 12/31/2004 Common Stock 4,072 $0.8625 311,250 D
Warrant to purchase common stock (right to buy) $0.99 12/17/2004 M 7,575 05/29/2001 12/31/2004 Common Stock 1,594 $0.99 303,675 D
Warrant to purchase common stock (right to buy) $1.04 12/17/2004 M 3,367 04/25/2001 12/31/2004 Common Stock 574 $1.04 300,308 D
Warrant to purchase common stock (right to buy) $1.2375 12/17/2004 M 6,363 06/24/1999 12/31/2004 Common Stock 83 $1.2375 293,945 D
Warrant to purchase common stock (right to buy) (2) (2) (2) Common Stock (2) 236,000 I By Swartz Ventures, Inc.
Non-Qualified Stock Option (right to buy) (2) (2) (2) Common Stock (2) 700,000 D
Explanation of Responses:
1. Represents warrant exercise price. Number of shares of common stock acquired was calculated based on the mandatory cashless exercise of in-the-money warrants that expire on December 31, 2004.
2. Not applicable.
Remarks:
Eric S. Swartz 12/21/2004
** 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.