-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EPs9QqoEH6phFbsGprou3Jk8adOAryu+C0OinKt2am9IqEnmZyEYMKSY2HEqU9Iu 27zTE9VLSqfcTtJRu2t64g== 0001127602-10-016676.txt : 20100607 0001127602-10-016676.hdr.sgml : 20100607 20100607201657 ACCESSION NUMBER: 0001127602-10-016676 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100603 FILED AS OF DATE: 20100607 DATE AS OF CHANGE: 20100607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMON ROBERT L CENTRAL INDEX KEY: 0001220050 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 10882715 MAIL ADDRESS: STREET 1: 58 S SERVICE RD CITY: MELVILLE STATE: NY ZIP: 11747 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 4 1 form4.xml PRIMARY DOCUMENT X0303 4 2010-06-03 0000729922 OSI PHARMACEUTICALS INC OSIP 0001220050 SIMON ROBERT L C/O OSI PHARMACEUTICALS, INC. 420 SAW MILL RIVER RD. ARDSLEY NY 10502 1 EVP, Pharmaceut. & Tech. Ops Common Stock 2010-06-03 4 D 0 20105 57.50 D 20574 D Common Stock 2010-06-03 4 U 0 19044 57.50 D 1530 D Common Stock 2010-06-03 4 F 0 514 57.50 D 1016 D Stock Option (Right to Buy) 45.01 2010-06-03 4 D 0 44000 57.50 D 2012-01-01 Common Stock 44000 0 D Stock Option (Right to Buy) 21.55 2010-06-03 4 D 0 2300 57.50 D 2012-06-11 Common Stock 2300 0 D Stock Option (Right to Buy) 30.74 2010-06-03 4 D 0 23600 57.50 D 2013-06-24 Common Stock 23600 0 D Stock Option (Right to Buy) 67.63 2010-06-03 4 D 0 17200 57.50 D 2014-06-16 Common Stock 17200 0 D Stock Option (Right to Buy) 38.01 2010-06-03 4 D 0 21850 57.50 D 2012-06-14 Common Stock 21850 0 D Stock Option (Right to Buy) 29.77 2010-06-03 4 D 0 15000 57.50 D 2013-06-12 Common Stock 15000 0 D Stock Option (Right to Buy) 37.74 2010-06-03 4 D 0 11250 57.50 D 2013-12-12 Common Stock 11250 0 D Stock Option (Right to Buy) 47.29 2010-06-03 4 D 0 22000 57.50 D 2014-12-11 Common Stock 22000 0 D Stock Option (Right to Buy) 33.62 2010-06-03 4 D 0 60000 57.50 D 2015-12-15 Common Stock 60000 0 D Stock Option (Right to Buy) 35.40 2010-06-03 4 D 0 24000 57.50 D 2019-12-14 Common Stock 24000 0 D Represents the number of unvested Restricted Stock Units that were canceled in exchange for a cash payment of $57.50 per unit in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. Due to a clerical error, Column 5 of Table I of prior Form 4s filed for Mr. Simon overstated the number of shares of common stock beneficially owned by Mr. Simon by 74 shares. Accordingly, the reported number of securities beneficially owned by Mr. Simon following the reported transactions has been adjusted in this Form 4 to remove the 74 shares of common stock that were incorrectly included in his prior Form 4s. The total also includes 73 shares acquired under the OSI Employee Stock Purchase Plan on June 2, 2010. Reflects the withholding of shares by the company to satisfy the tax liability upon the vesting of restricted stock. These stock options were canceled in exchange for a cash payment in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. The cash payment made with respect to each stock option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess, if any, of $57.50 over the exercise price per share for such option. These stock options were canceled in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. As the exercise price of the options was above $57.50, no cash payment was provided. /s/ Pierre Legault, attorney-in-fact for Mr. Simon 2010-06-07 -----END PRIVACY-ENHANCED MESSAGE-----