SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ADAGE CAPITAL PARTNERS GP LLC

(Last) (First) (Middle)
200 CLARENDON STREET
52ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMAG PHARMACEUTICALS INC. [ AMAG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share ("Common Stock") 03/04/2009 P 133,061 A $26.6356 2,047,184 I See Footnote(2)
Common Stock 03/05/2009 J/K(1) 100,000 D $24.75 1,947,184 I See Footnote(2)
Common Stock 03/05/2009 X/K(1) 100,000 A $34.839 2,047,184 I See Footnote(2)
Common Stock 03/05/2009 J/K(1) 477,324 D $24.75 1,569,860 I See Footnote(2)
Common Stock 03/05/2009 X/K(1) 477,324 A $45.2099 2,047,184 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Swap (obligation to buy)(1) $24.75 03/05/2009 X/K 1 12/08/2008 06/09/2009 Common Stock 100,000 $0 0 I See Footnote(2)
Equity Swap (obligation to buy)(1) $24.75 03/05/2009 J/K(3) 1 03/05/2009 12/11/2009 Common Stock 100,000 $0 1 I See Footnote(2)
Equity Swap (obligation to buy)(1) $24.75 03/05/2009 X/K 1 12/08/2008 06/09/2009 Common Stock 477,324 $0 0 I See Footnote(2)
Equity Swap (obligation to buy)(1) $24.75 03/05/2009 J/K(4) 1 03/05/2009 12/11/2009 Common Stock 477,324 $0 1 I See Footnote(2)
1. Name and Address of Reporting Person*
ADAGE CAPITAL PARTNERS GP LLC

(Last) (First) (Middle)
200 CLARENDON STREET
52ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ADAGE CAPITAL PARTNERS LP

(Last) (First) (Middle)
200 CLARENDON STREET
52ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Adage Capital Advisors, L.L.C.

(Last) (First) (Middle)
200 CLARENDON STREET
52ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Atchinson Robert

(Last) (First) (Middle)
200 CLARENDON STREET
52ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gross Phillip

(Last) (First) (Middle)
200 CLARENDON STREET
52ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The equity swap was settled pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder.
2. Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"), and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
3. On March 5, 2009, the Fund entered into an equity swap agreement with a securities broker under which, upon expiration of the term of the agreement, (i) the Fund will be obligated to pay the broker $24.75 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay the Fund the market price of 100,000 shares of Common Stock, as of the end of such term.
4. On March 5, 2009, the Fund entered into an equity swap agreement with a securities broker under which, upon expiration of the term of the agreement, (i) the Fund will be obligated to pay the broker $24.75 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay the Fund the market price of 477,324 shares of Common Stock, as of the end of such term.
/s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 03/06/2009
/s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 03/06/2009
/s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 03/06/2009
/s/ Robert Atchinson 03/06/2009
/s/ Phillip Gross 03/06/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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