Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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X Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Fleming Standish M.

2. Issuer Name and Ticker or Trading Symbol
Triangle Pharmaceuticals, Inc. (VIRS)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

c/o Forward Ventures
9255 Towne Center Drive, Suite 300

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
1/16/03

(Street)

San Diego, CA 92121

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

1/16/03

 

D

 

22,416

D

$6.00

0(1)

D

 

Common Stock

1/16/03

 

D

 

84,005

D

$6.00

0(1)(2)

I

By family trust

Common Stock

1/16/03

 

D

 

817

D

$6.00

1,545(1)(3)(4)

I

By children's trust

Common Stock

1/16/03

 

D

 

4,122

D

$6.00

0(3)(5)

I

By limited partnership

Common Stock

1/16/03

 

D

 

520,000

D

$6.00

0(3)(6)

I

By general partnership

Common Stock

1/16/03

 

D

 

233,663

D

$6.00

0(3)(7)

I

By general partnership

Common Stock

1/16/03

 

D

 

1,229,130

D

$6.00

0(3)(8)

I

By general partnership

Common Stock

1/16/03

 

D

 

104,200

D

$6.00

0(3)(9)

I

By general partnership
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).

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
FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Explanation of Responses:

(1) 83,666 shares previously held by the reporting person were transferred to entities identified in this report in transactions exempt from Form 4 reporting requirements.
(2) Represents shares held by the Fleming Family Trust, of which Mr. Fleming is a co-trustee.
(3) Mr. Fleming disclaims beneficial ownership of these shares other than to the extent of his individual partnership and member pecuniary interests.
(4) Represents shares held by the Fleming Family Children's Trust, of which Mr. Fleming is a co-trustee.
(5) Represents all shares held by Forward II Associates, L.P. (to the extent of its own partnership interest in Forward Ventures II, L.P.)
(6) Represents all shares held by Forward Ventures II, L.P
(7) Represents all shares held by Forward Ventures III, L.P., of which Forward III Associates, L.L.C. is the general partner, of which Mr. Fleming is a managing member
(8) Represents all shares held by Forward Ventures IV, L.P., of which Forward IV Associates, L.L.C. is the general partner, of which Mr. Fleming is a managing member
(9) Represents all shares held by Forward Ventures IV B, L.P., of which Forward IV Associates, L.L.C. is the general partner, of which Mr. Fleming is a managing member
  By: /s/ R. Andrew Finkle
             R. Andrew Finkle as Attorney-in-fact for Standish Fleming
**Signature of Reporting Person		 1/21/03
Date

**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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POWER OF ATTORNEY



 I, Standish M. Fleming, a resident of the State or Commonwealth of California,

of legal age and legally competent for all purposes, do hereby grant this

Power of Attorney to Chris A. Rallis, Andrew Finkle, Esquire and Rachel Mandell, Esquire

of Triangle Pharmaceuticals, Inc. (the "Company"), who are of legal age and who are

legally competent for all purposes, and with full power of substitution so that they,

or any of them, may perform any and all acts necessary to achieve the purposes described

herein below.  I expressly authorize the said attorneys-in-fact, or any of them, to

execute and deliver to the Securities and Exchange Commission on my behalf and on

behalf of any trust of which I am a trustee the Initial Statement of Beneficial

Ownership of Securities on Form 3, the Statement of Changes in Beneficial Ownership on

Form 4, the Annual Statement of Changes in Beneficial Ownership on Form 5 and any

amendments to said forms for securities of the Company that I or any trust of which I

am a trustee now or hereafter beneficially own based on the information which I shall

provide.  The authority under this Power of Attorney shall continue until the undersigned

is no longer required to file Forms 3, 4, and 5 with regard to the ownership of or

transactions in securities of the Company by the undersigned or any trust of which the

undersigned is a trustee, unless earlier revoked in writing.  The undersigned

acknowledges that Chris A. Rallis, Andrew Finkle, Esquire, and Rachel Mandell Esquire

are not assuming any of the undersigned's responsibilities to comply with Section 16 of

the Securities Exchange Act of 1934.



 IN TESTIMONY WHEREOF, I hereby sign and seal this Power of Attorney in the City

of San Diego, before the undersigned Notary Public on this the 5th day of September, 2002.







      /s/ Standish M. Fleming       [SEAL]







 I, Vonda E. Fontaine, a Notary Public in and for California, do certify

that Standish M. Fleming personally appeared before me and acknowledged the due

execution of the foregoing Power of Attorney.



 WITNESS my hand and notarial seal, this the 5th day of September, 2002.





       /s/ Vonda E. Fontaine        [SEAL]

           Notary Public

My Commission Expires:



   June 9, 2004