SEC Form 4

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

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

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005
Estimated average burden
hours per response. . . . . 0.5

1. Name and Address of Reporting Person^*

Warburg Pincus Private Equity VIII, L.P.

(Last) (First) (Middle)

c/o Warburg, Pincus & Co.

466 Lexington Avenue

(Street)

New York, NY 10017

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Triangle Pharmaceuticals Inc.
VIRS

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

4. Statement for
(Month/Day/Year

01/15/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director X 10% Owner

Officer (give title below) Other (specify below)

Description

7. Individual or Joint/Group
Filing (Check Applicable Line)

Form filed by One Reporting Person

X 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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

01/15/2003

23,384,887

$6.00

D See (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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

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

Code

Title

Amount or Number of Shares

Explanation of Responses:

By:	Date:
/s/ Scott Arenare	01/16/2003

** Signature of Reporting Person	SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Additional Information Reported For This Form

Name and Address of Reporting Person^*

Warburg Pincus Private Equity VIII, L.P.

(Last) (First) (Middle)

c/o Warburg, Pincus & Co.

466 Lexington Avenue

(Street)

New York, NY 10017

(City) (State) (Zip)

Issuer Name
and Ticker or Trading Symbol

Triangle Pharmaceuticals Inc.
VIRS

Statement for
(Month/Day/Year)

01/15/2003

Joint Filer Information

Name:          Warburg, Pincus & Co. (General Partner of WP VIII)
Address:       466 Lexington Avenue
                     New York, New York 10017

Name:          Warburg Pincus LLC (Manager of WP VIII)
Address:       466 Lexington Avenue
                     New York, New York 10017

Designated Filer:                               Warburg Pincus Private Equity VIII, L.P.
Issuer & Ticker Symbol:                      Triangle Pharmaceuticals, Inc. (VIRS)
Date of Event Requiring Statement:      January 15, 2003

Note 1:
In two transactions in 2001, Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII") acquired a total of 23,384,887 shares of the Company's Common Stock (the "WP Shares"). The sole general partner of WP VIII is Warburg, Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP VIII. The members of WP LLC are substantially the same as the partners of WP. By reason of the provisions of Rule 16a-1 of the Securities and Exchange Act of 1934, as amended, WP VIII, WP and WP LLC may be deemed to be the beneficial owners of the WP Shares, although WP and WP LLC disclaim beneficial ownership of the WP Shares, except to the extent of any indirect pecuniary interest therein.

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

By: Warburg, Pincus & Co.,
General Partner

By:
/s/ Scott Arenare January , 2003
Partner

WARBURG PINCUS & CO.

By:
/s/ Scott Arenare January , 2003
Partner

WARBURG PINCUS LLC

By:
/s/ Scott Arenare January , 2003
Managing Director

TRIANGLE PHARMACEUTICALS INC 4