FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KELLY DOUGLAS E 		2. Issuer Name and Ticker or Trading Symbol

PHARSIGHT CORP [ PHST ] 		5. 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 PHARSIGHT CORPORATION, 321 E. EVELYN AVENUE, 3RD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2008
(Street)

MOUNTAIN VIEW, CA 94041
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/31/2008     D    1754104   D   (1) 0   I   By Alloy   (2)
Common Stock   10/31/2008     D    1072080   D   (3) 0   I   By AMA   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (right to buy)   $30   (5) 10/31/2008     D        1666   (5)     (6) 8/9/2010   Common Stock   1666   $0   0   D    
Stock Option (right to buy)   $5.85   (5) 10/31/2008     D        3333   (5)     (6) 8/22/2011   Common Stock   3333   $0   0   D    
Stock Option (right to buy)   $2.64   (5) 10/31/2008     D        3333   (5)     (6) 9/7/2012   Common Stock   3333   $2.86   0   D    
Stock Option (right to buy)   $.9   (5) 10/31/2008     D        3333   (5)     (6) 8/15/2013   Common Stock   3333   $4.6   0   D    
Stock Option (right to buy)   $3.03   (5) 10/31/2008     D        3333   (5)     (6) 8/13/2014   Common Stock   3333   $2.47   0   D    
Stock Option (right to buy)   $6   (5) 10/31/2008     D        3333   (5)     (6) 8/11/2015   Common Stock   3333   $0   0   D    
Stock Option (right to buy)   $3.9   (5) 10/31/2008     D        3333   (5)     (6) 8/11/2016   Common Stock   3333   $1.6   0   D    
Stock Option (right to buy)   $5.55   (5) 10/31/2008     D        3333   (5)     (6) 8/9/2017   Common Stock   3333   $0   0   D    
Stock Option (right to buy)   $4.49   10/31/2008     D        3500      (6) 8/28/2018   Common Stock   3500   $1.01   0   D    

Explanation of Responses:
( 1)  Disposed pursuant to the terms of the Agreement and Plan of Merger by and among Tripos (DE), Inc., the Issuer and Pearson Merger Corporation dated as of September 8, 2008, by which the Issuer?s stockholders have a right to receive merger consideration of $5.50 per share, and warrantholders have the right to receive a cash payment representing the difference, if any, between the warrant exercise price per share and the merger consideration per underlying share of common stock ($5.50 per share).
( 2)  1,754,104 shares, of which (i) 53,996 shares of common stock and a warrant to purchase 11,252 shares of common stock held by Alloy Partners 2000, L.P., (ii) 1,053,770 shares of common stock and a warrant to purchase 219,538 shares of common stock held by Alloy Ventures 2000, L.P., (iii) 126,633 shares of common stock and a warrant to purchase 26,385 shares of common stock held by Alloy Corporate 2000, L.P., and (iv) 217,265 shares of common stock and a warrant to purchase 45,265 shares of common stock held by Alloy Investors 2000, L.P. Alloy Ventures 2000, LLC is the general partner of Alloy Ventures 2000, L.P., Alloy Investors 2000, L.P., Alloy Corporate 2000, L.P. and Alloy Partners 2000, L.P. The Reporting Person is a managing member of Alloy Ventures 2000, LLC, and disclaims beneficial ownership of these holdings except to the extent of his proportionate partnership therein.
( 3)  Disposed pursuant to the terms of the Agreement and Plan of Merger by and among Tripos (DE), Inc., the Issuer and Pearson Merger Corporation dated as of September 8, 2008, by which the Issuer?s stockholders have the right to receive merger consideration of $5.50 per share.
( 4)  Held by Asset Management Associates 1996, L.P. (?AMA?). AMC Partners 96, L.P. (?AMC?) is the general partner of AMA, and the Reporting Person is a general partner of AMC. The Reporting Person disclaims beneficial ownership of these holdings except to the extent of his proportionate partnership therein.
( 5)  Adjusted to reflect the Issuer?s one-for-three reverse stock split that occurred on November 14, 2007.
( 6)  This option was cancelled pursuant to the terms of the Agreement and Plan of Merger by and among Tripos (DE), Inc., the Issuer and Pearson Merger Corporation dated as of September 8, 2008, by which the Reporting Person has the right to receive a cash payment per share representing the difference, if any, between the option?s exercise price per share and the merger consideration per underlying share of common stock ($5.50 per share).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KELLY DOUGLAS E
C/O PHARSIGHT CORPORATION
321 E. EVELYN AVENUE, 3RD FLOOR
MOUNTAIN VIEW, CA 94041 		X



Signatures
Quynh Trinh, Attorney-in-fact for Douglas E. Kelly 10/31/2008
** 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).
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