-----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, P+8Fc5NpxZem1q68DN/8Rf/3uB+3RITXEux6vipJ4wag/c2qMPBexde3/I92UGc3 Ijw5oyS7LD6k0ojppzDaMA== 0001012975-06-000205.txt : 20060503 0001012975-06-000205.hdr.sgml : 20060503 20060503142644 ACCESSION NUMBER: 0001012975-06-000205 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSCIENT PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34935 FILM NUMBER: 06803132 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7813982300 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: GENOME THERAPEUTICS CORP DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abingworth Management LTD CENTRAL INDEX KEY: 0001291892 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN BUSINESS PHONE: 44 20 7534 1508 MAIL ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN SC 13G 1 e8505572.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. _____________)* Oscient Pharmaceuticals Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 68812R105 -------------- (CUSIP Number) April 11, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abingworth Management Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 6,013,206 NUMBER OF --------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING --------------------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH: 6,013,206 --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,013,206 shares - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.3% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- ITEM 1(a). NAME OF ISSUER: Oscient Pharmaceuticals Corp. (the "Issuer"). ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1000 Winter Street, Suite 2200 Waltham, MA 02451 ITEM 2(a). NAME OF PERSONS FILING: Abingworth Management Limited ("Abingworth Management") ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address for Abingworth Management Limited is Princess House, 38 Jermyn Street, London, England SW1Y 6DN. ITEM 2(c). CITIZENSHIP: Abingworth Management is a corporation organized under the laws of England. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per share (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 68812R105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: Abingworth Management Limited is the manager of Abingworth Bioequities Master Fund LTD, Abingworth Bioventures IV L.P., Abingworth Bioventures IV Executives L.P., Abingworth Bioventures III A L.P., Abingworth Bioventures III B LP, Abingworth Bioventures III C LP and Abingworth Bioventures III Executives LP (collectively, the "Funds"). As of the date hereof, Abingworth Bioequities Master Fund LTD is the record owner of 1,656,736 shares of Common Stock; Abingworth Bioventures IV L.P. is the record owner of 1,493,925 shares of Common Stock; Abingworth Bioventures IV Executives L.P. is the record owner of 12,809 shares of Common Stock; Abingworth Bioventures III A L.P. is the record owner of 650,258 shares of Common Stock; Abingworth Bioventures III B L.P. is the record owner of 396,940 shares of Common Stock; Abingworth Bioventures III C L.P. is the record owner of 237,772 shares of Common Stock; and Abingworth Bioventures III Executives L.P. is the record owner of 10,364 shares of Common Stock. In addition, Abingworth Bioequities Master Fund LTD is the record owner of warrants, exercisable for 453,368 shares of Common Stock; Abingworth Bioventures IV L.P. is the record owner of warrants, exercisable for 449,513 shares of Common Stock; Abingworth Bioventures IV Executives L.P. is the record owner of warrants, exercisable for 5,182 shares of Common Stock; Abingworth Bioventures III C L.P. is the record owner of warrants, exercisable for 118,886 shares of Common Stock; Abingworth Bioventures III B L.P. is the record owner of warrants, exercisable for 198,470 shares of Common Stock; Abingworth Bioventures III A L.P. is the record owner of warrants, exercisable for 325,129 shares of Common Stock; and Abingworth Bioventures III Executives L.P. is the record owner of warrants, exercisable for 3,854 shares of Common Stock. All of the warrants held by the Funds are immediately exercisable. As the manager of each of the Funds, Abingworth Management may be deemed to beneficially own 6,013,206 shares of Common Stock, which represents the shares of Common Stock and the warrants exercisable for shares of Common Stock held by the Funds. (b) Percent of Class: Abingworth Management beneficially owns 6.3% of the outstanding Common Stock of the Issuer. The foregoing percentage has been calculated based on the 96,099,585 shares of Common Stock reported to be outstanding as of April 13, 2006 in the Issuer's Schedule 14A filed with the Securities Exchange Commission on April 26, 2006. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: see line 5 of cover sheet. (ii) shared power to vote or to direct the vote: see line 6 of cover sheet. (iii) sole power to dispose or to direct the disposition: see line 7 of cover sheet. (iv) shared power to dispose or to direct the disposition: see line 8 of cover sheet. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 28, 2006 ABINGWORTH MANAGEMENT LIMITED By: /s/ James Abell ------------------------------------ Name: James Abell Title: Executive Director -----END PRIVACY-ENHANCED MESSAGE-----