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