-----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, J2ZXshqbtD0ALFxP6mV+W3sRTbrJCDBMmRs00LbdyRFtbw78WuW9fjh69Wb+H10F jskR5WNAqX8KUhzIr/f6dw== 0001127602-10-016651.txt : 20100607 0001127602-10-016651.hdr.sgml : 20100607 20100607193133 ACCESSION NUMBER: 0001127602-10-016651 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: GODDARD COLIN CENTRAL INDEX KEY: 0001225199 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 10882609 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 0001225199 GODDARD COLIN C/O OSI PHARMACEUTICALS, INC. 420 SAW MILL RIVER RD. ARDSLEY NY 10502 1 1 Chief Executive Officer Common Stock 2010-06-03 4 U 0 86708 57.50 D 71557 D Common Stock 2010-06-03 4 D 0 67382 57.50 D 4175 D Stock Option (Right to Buy) 23.25 2010-06-03 4 D 0 34000 57.50 D 2010-06-21 Common Stock 34000 0 D Stock Option (Right to Buy) 51.80 2010-06-03 4 D 0 45000 57.50 D 2011-06-13 Common Stock 45000 0 D Stock Option (Right to Buy) 21.55 2010-06-03 4 D 0 51430 57.50 D 2012-06-11 Common Stock 51430 0 D Stock Option (Right to Buy) 30.74 2010-06-03 4 D 0 60700 57.50 D 2013-06-24 Common Stock 60700 0 D Stock Option (Right to Buy) 67.63 2010-06-03 4 D 0 50000 57.50 D 2014-06-16 Common Stock 50000 0 D Stock Option (Right to Buy) 38.01 2010-06-03 4 D 0 46960 57.50 D 2012-06-14 Common Stock 46960 0 D Stock Option (Right to Buy) 29.77 2010-06-03 4 D 0 50000 57.50 D 2013-06-12 Common Stock 50000 0 D Stock Option (Right to Buy) 37.74 2010-06-03 4 D 0 37500 57.50 D 2013-12-12 Common Stock 37500 0 D Stock Option (Right to Buy) 47.29 2010-06-03 4 D 0 62500 57.50 D 2014-12-11 Common Stock 62500 0 D Stock Option (Right to Buy) 33.62 2010-06-03 4 D 0 135000 57.50 D 2015-12-15 Common Stock 135000 0 D Stock Option (Right to Buy) 35.40 2010-06-03 4 D 0 135000 57.50 D 2019-12-14 Common Stock 135000 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. 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 Dr. Goddard 2010-06-07 -----END PRIVACY-ENHANCED MESSAGE-----