-----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, HDhjl4UZ6iCR9I3kSgy+mHcKwa96kqUjIXXt/+VTAEHkxGblG5Mf838BCEBzpmg/ 2KmGQbw33hsaqECCLeldvA== 0001127602-10-016668.txt : 20100607 0001127602-10-016668.hdr.sgml : 20100607 20100607200340 ACCESSION NUMBER: 0001127602-10-016668 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: WOOD BARBARA A CENTRAL INDEX KEY: 0001220051 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 10882692 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 0001220051 WOOD BARBARA A C/O OSI PHARMACEUTICALS, INC. 420 SAW MILL RIVER RD. ARDSLEY NY 10502 1 Sr. V.P. & General Counsel Common Stock 2010-06-03 4 U 0 12616 57.50 D 14750 D Common Stock 2010-06-03 4 D 0 13500 57.50 D 1250 D Common Stock 2010-06-03 4 F 0 628 57.50 D 622 D Stock Option (Right to Buy) 35.875 2010-06-03 4 D 0 20000 57.50 D 2011-04-01 Common Stock 20000 0 D Stock Option (Right to Buy) 30.74 2010-06-03 4 D 0 12483 57.50 D 2013-06-24 Common Stock 12483 0 D Stock Option (Right to Buy) 67.63 2010-06-03 4 D 0 17000 57.50 D 2014-06-16 Common Stock 17000 0 D Stock Option (Right to Buy) 38.01 2010-06-03 4 D 0 18720 57.50 D 2012-06-14 Common Stock 18720 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 15000 57.50 D 2013-12-12 Common Stock 15000 0 D Stock Option (Right to Buy) 47.29 2010-06-03 4 D 0 16500 57.50 D 2014-12-11 Common Stock 16500 0 D Stock Option (Right to Buy) 33.62 2010-06-03 4 D 0 36000 57.50 D 2015-12-15 Common Stock 36000 0 D Stock Option (Right to Buy) 35.40 2010-06-03 4 D 0 15000 57.50 D 2019-12-14 Common Stock 15000 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. 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 Ms. Wood 2010-06-07 -----END PRIVACY-ENHANCED MESSAGE-----