SEC Filing | Cyclacel Pharmaceuticals, Inc.

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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

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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^*

MORGAN STANLEY

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cyclacel Pharmaceuticals, Inc. [ CYCC ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2007		P		44,200	A	$6.86	1,797,344	I	By Subsidiary⁽¹⁾
Common Stock	01/03/2007		S		44,200	D	$6.86	1,753,144	I	By Subsidiary⁽¹⁾
Common Stock	01/03/2007		P		1,200	A	$6.92	1,754,344	I	By Subsidiary⁽¹⁾
Common Stock	02/01/2007		P		800	A	$7.8	1,755,144	I	By Subsidiary⁽¹⁾
Common Stock	02/01/2007		S		500	D	$7.85	1,754,644	I	By Subsidiary⁽¹⁾
Common Stock	02/05/2007		P		18,400	A	$7.84	1,773,044	I	By Subsidiary⁽¹⁾
Common Stock	02/13/2007		P		675,000	A	$8.44	2,448,044	I	By Subsidiary⁽¹⁾
Common Stock	03/01/2007		P		2,600	A	$7.82	2,450,644	I	By Subsidiary⁽¹⁾
Common Stock	03/02/2007		P		12,700	A	$7.88	2,463,344	I	By Subsidiary⁽¹⁾
Common Stock	03/05/2007		P		700	A	$7.6	2,464,044	I	By Subsidiary⁽¹⁾
Common Stock	03/05/2007		P		5,000	A	$7.73	2,469,044	I	By Subsidiary⁽¹⁾
Common Stock	03/06/2007		P		1,600	A	$7.52	2,470,644	I	By Subsidiary⁽¹⁾
Common Stock	04/02/2007		S		17,100	D	$7.75	2,453,544	I	By Subsidiary⁽¹⁾
Common Stock	04/02/2007		P		17,100	A	$7.75	2,470,644	I	By Subsidiary⁽¹⁾
Common Stock	04/02/2007		P		4,639	A	$7.67	2,475,283	I	By Subsidiary⁽¹⁾
Common Stock	04/02/2007		P		23,000	A	$7.72	2,498,283	I	By Subsidiary⁽¹⁾
Common Stock	04/03/2007		P		16,561	A	$7.8	2,514,844	I	By Subsidiary⁽¹⁾
Common Stock	05/01/2007		P		12,500	A	$7.77	2,527,344	I	By Subsidiary⁽¹⁾
Common Stock	05/02/2007		P		6,800	A	$7.7	2,534,144	I	By Subsidiary⁽¹⁾
Common Stock	06/04/2007		S		100	D	$12	2,534,044	I	By Subsidiary⁽¹⁾
Common Stock	06/13/2007		P		120,900	A	$7.89	2,654,944	I	By Subsidiary⁽¹⁾
Common Stock	07/02/2007		P		45,900	D	$6.5	2,700,844	I	By Subsidiary⁽¹⁾
Common Stock	07/02/2007		S		45,900	D	$6.5	2,654,944	I	By Subsidiary⁽¹⁾
Common Stock	08/01/2007		S		1,400	D	$5.17	2,653,544	I	By Subsidiary⁽¹⁾
Common Stock	08/01/2007		S		1,400	A	$5.15	2,652,144	I	By Subsidiary⁽¹⁾
Common Stock	08/01/2007		P		350,000	A	$4.8	3,002,144	I	By Subsidiary⁽¹⁾
Common Stock	10/16/2007		P		23,380	A	$5.47	3,025,524	I	By Subsidiary⁽¹⁾
Common Stock	10/16/2007		P		50,000	A	$5.5	3,075,524	I	By Subsidiary⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$8.44	02/13/2007		P		168,750		02/16/2007⁽²⁾	02/16/2014	Common Stock	0	$0.13	168,750	I	By Subsidiary⁽¹⁾

Explanation of Responses:

1. The reported securities are held directly by certain funds (each, a "Fund" and collectively, the "Funds") managed by indirect subsidiary entries of the reporting person. FrontPoint Partners LLC ("FPP"), an indirect wholly owned subsidiary of the reporting person, is the parent company of each entity that is the investment manager of one or more of the Funds. This form is filed without prejudice to the reporting person's position that none of the Funds nor FPP or any of its subsidiaries, nor the reporting person, individually or in aggregate, are required to file beneficial ownership reports under Section 16(a) of the Securities Exchange Act of 1934, and should not be construed or interpreted as a concession or admission that such reports are required.

2. The warrants are exercisable only to the extent that immediately after such exercise the reporting person may be deemed to beneficially own not more than 9.99% of the class of common shares reported above on an aggregated basis, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934.

	By: Morgan Stanley, /s/ Dennine Bullard, Authorized Signatory	02/14/2008
	** 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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