0001181431-12-043030.txt : 20120801
0001181431-12-043030.hdr.sgml : 20120801
20120801172824
ACCESSION NUMBER: 0001181431-12-043030
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120730
FILED AS OF DATE: 20120801
DATE AS OF CHANGE: 20120801
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HUMAN GENOME SCIENCES INC
CENTRAL INDEX KEY: 0000901219
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 223178468
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 14200 SHADY GROVE ROAD
CITY: ROCKVILLE
STATE: MD
ZIP: 20850-3338
BUSINESS PHONE: 3013098504
MAIL ADDRESS:
STREET 1: 14200 SHADY GROVE ROAD
CITY: ROCKVILLE
STATE: MD
ZIP: 20850
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GLAXOSMITHKLINE PLC
CENTRAL INDEX KEY: 0001131399
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14169
FILM NUMBER: 121001025
BUSINESS ADDRESS:
STREET 1: 980 GREAT WEST ROAD
CITY: BRENTFORD MIDDLESEX
STATE: X0
ZIP: TW8 9GS
BUSINESS PHONE: 011442080475000
MAIL ADDRESS:
STREET 1: 980 GREAT WEST ROAD
CITY: BRENTFORD MIDDLESEX
STATE: X0
ZIP: TW8 9GS
4
1
rrd352137.xml
FORM 4
X0306
4
2012-07-30
0
0000901219
HUMAN GENOME SCIENCES INC
HGSI
0001131399
GLAXOSMITHKLINE PLC
980 GREAT WEST ROAD
BRENTFORD
X0
TW8 9GS
UNITED KINGDOM
1
0
1
0
Common Stock, par value $0.01 per share
2012-07-30
4
P
0
4934743
14.25
A
163595621
I
See Explanation of Responses
Common Stock, par value $0.01 per share
2012-08-01
4
P
0
1788186
14.25
A
165383807
I
See Explanation of Responses
Reflects the shares of Human Genome Sciences, Inc. ("HGS") common stock acquired during the subsequent offering period of the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of July 16, 2012, entered into by and among the Reporting Person, H. Acquisition Corp. ("HAC") and HGS (the "Merger Agreement"), which commenced on July 30, 2012, including 4,933,833 shares acquired pursuant to guaranteed delivery procedures.
Reflects the shares of HGS common stock acquired during the subsequent offering period of the tender offer effected pursuant to the Merger Agreement, which commenced on July 30, 2012, including 765,169 shares acquired pursuant to guaranteed delivery procedures.
The Reporting Person is filing this Form 4 on behalf of itself and on behalf of HAC, a Delaware corporation and an indirect wholly owned subsidiary of the Reporting Person, with principal executive offices located at One Franklin Plaza (FP 2355), 200 North 16th Street, Philadelphia, PA 19102. The shares of common stock to which this Form 4 relates were acquired by HAC in a tender offer for all outstanding shares of common stock of HGS, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 10, 2012, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on May 10, 2012, as amended and supplemented from time to time (the "Offer").
Pursuant to the Merger Agreement, immediately following the closing of the Offer, the Reporting Person was entitled to designate a number of directors of HGS, rounded up to the next whole number, equal to the product of the total number of directors on HGS's board of directors and the percentage that the number of shares beneficially owned by the Reporting Person and its subsidiaries bore to the total number of shares outstanding. Accordingly, on July 30, 2012, following the closing of the Offer, all of the directors of HGS resigned from the HGS board of directors, other than Argeris N. Karabelas, Augustine Lawlor and Gregory Norden, and such remaining directors of HGS appointed Deirdre Connelly, Roger Connor, Chester Koczynski, Adrian Rawcliffe, David Redfern, Ian Tomlinson and Daniel Troy, each of whom was designated by the Reporting Person, to the HGS board of directors. Each of the foregoing individuals is an employee of the Reporting Person.
/s/ Victoria Whyte, Victoria Whyte, Company Secretary, GlaxoSmithKline plc
2012-08-01