-----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, GagxhVu8ZLp9Pr9Wut5Ii2KdhJQrkn7i+940l7TvJxGdLsNZV4u+IJ54bB+HUh7I vwCo6KMnwMtWOtQ7zubpLQ== 0001144204-06-041829.txt : 20061012 0001144204-06-041829.hdr.sgml : 20061012 20061011185149 ACCESSION NUMBER: 0001144204-06-041829 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061011 GROUP MEMBERS: CITADEL DERIVATIVES GROUP LLC GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. GROUP MEMBERS: CITADEL WELLINGTON LLC GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000899866 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133648318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47771 FILM NUMBER: 061140838 BUSINESS ADDRESS: STREET 1: 352 KNOTTER DRIVE CITY: CHESHIRE STATE: CT ZIP: 06511 BUSINESS PHONE: 2037761790 MAIL ADDRESS: STREET 1: 352 KNOTTER DRIVE CITY: CHESHIRE STATE: CT ZIP: 06511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G 1 v054594_sc-13g.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
 
 
Alexion Pharmaceuticals, Inc.
  
(Name of Issuer)
 
 
Common Stock
  
(Title of Class of Securities)
 
 
 
015351109
  
(CUSIP Number)
 
 
 
October 6, 2006
  
Date of Event Which Requires Filing of the Statement


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 disclosures provided in a prior cover page.
 
The information required on 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).

Page 1 of 13
 
CUSIP NO. 015351109
13G
  Page 2 of 13 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Limited Partnership
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)     o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois limited partnership
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,653,406 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.00% as of the date of this filing
 
 
12.
 
TYPE OF REPORTING PERSON
                PN; HC

Page 2 of 13
 
CUSIP NO. 015351109
13G
  Page 3 of 13 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Investment Group, L.L.C.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)     o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,653,406 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.00% as of the date of this filing
 
 
12.
 
TYPE OF REPORTING PERSON
                OO; HC

Page 3 of 13
 
CUSIP NO. 015351109
13G
  Page 4 of 13 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Kenneth Griffin
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)     o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,653,406 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.00% as of the date of this filing
 
 
12.
 
TYPE OF REPORTING PERSON
                IN; HC

Page 4 of 13
 
CUSIP NO. 015351109
13G
  Page 5 of 13 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Wellington LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)     o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,653,406 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.00% as of the date of this filing
 
 
12.
 
TYPE OF REPORTING PERSON
            OO; HC

Page 5 of 13
 
CUSIP NO. 015351109
13G
  Page 6 of 13 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Kensington Global Strategies Fund Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)     o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,653,406 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.00% as of the date of this filing
 
 
12.
 
TYPE OF REPORTING PERSON
 CO; HC 

Page 6 of 13
 
CUSIP NO. 015351109
13G
  Page 7 of 13 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Equity Fund Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)     o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,653,406 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.00% as of the date of this filing
 
12.
 
TYPE OF REPORTING PERSON
            CO

Page 7 of 13
 
CUSIP NO. 015351109
13G
  Page 8 of 13 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Derivatives Group LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,653,406 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.00% as of the date of this filing
 
12.
 
TYPE OF REPORTING PERSON
            OO; BD

Page 8 of 13
 
CUSIP NO. 015351109
13G
  Page 9 of 13 Pages
 
Item 1(a)  Name of Issuer: ALEXION PHARMACEUTICALS, INC.
    1(b) Address of Issuer’s Principal Executive Offices:
 
352 Knotter Drive
Cheshire, Connecticut 06410
 
Item 2(a)  Name of Person Filing
 
Item 2(b)  Address of Principal Business Office
 
Item 2(c)  Citizenship
 
Citadel Limited Partnership
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Illinois limited partnership
 
Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Delaware limited liability company
 
Kenneth Griffin
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
U.S. Citizen
 
Citadel Wellington LLC
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Delaware limited liability company


Page 9 of 13
 
CUSIP NO. 015351109
13G
  Page 10 of 13 Pages

 
Citadel Kensington Global Strategies Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Bermuda company
 
Citadel Equity Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Cayman Islands company
 
Citadel Derivatives Group LLC
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Delaware limited liability company
 
2(d)  Title of Class of Securities:
 
Common Stock, par value $0.0001.
 
2(e)  CUSIP Number:   015351109
 
Item 3  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
[__]
Broker or dealer registered under Section 15 of the Exchange Act;
       
 
(b)
[__]
Bank as defined in Section 3(a)(6) of the Exchange Act;
       
 
(c)
[__]
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
       
 
(d)
[__]
Investment company registered under Section 8 of the Investment Company Act;
       
 
(e)
[__]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
 
(f)
[__]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
 
(g)
[__]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 

Page 10 of 13
 
CUSIP NO. 015351109
13G
  Page 11 of 13 Pages
 
       
 
(h)
[__]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
 
(i)
[__]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[__]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
If this statement is filed pursuant to Rule 13d-1(c), check this box.  x
 
Item 4  Ownership:
 
CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON LLC
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
CITADEL DERIVATIVES GROUP LLC

(a)  Amount beneficially owned:
 
1,653,406 shares
 
(b)  Percent of Class: 
 
Approximately 5.00% as of the date of this filing
 
(c)  Number of shares as to which such person has:
 
(i)  sole power to vote or to direct the vote:
 
     
0
 
(ii)  shared power to vote or to direct the vote:
 
See Item 4(a) above.
 
(iii)  sole power to dispose or to direct the disposition of:
 
     
0
 
(iv)  shared power to dispose or to direct the disposition of:
 
See Item 4(a) above.
 
Item 5  Ownership of Five Percent or Less of a Class:

Not Applicable.

Page 11 of 13
 
CUSIP NO. 015351109
13G
  Page 12 of 13 Pages
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:

See Item 2 above.

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.
 
* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.
 

Page 12 of 13
 
CUSIP NO. 015351109
13G
  Page 13 of 13 Pages
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated this 11th day of October, 2006

KENNETH GRIFFIN
 
By: /s/ John C. Nagel                               
John C. Nagel, attorney-in-fact*
 
CITADEL LIMITED PARTNERSHIP
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ John C. Nagel____________
John C. Nagel, Director and
Associate General Counsel
 
CITADEL WELLINGTON LLC
 
By: Citadel Limited Partnership,
its Managing Member
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ John C. Nagel____________
John C. Nagel, Director and
Associate General Counsel
 
CITADEL DERIVATIVES GROUP LLC
 
By: Citadel Limited Partnership,
its Managing Member
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ John C. Nagel____________
John C. Nagel, Director and
Associate General Counsel
CITADEL KENSINGTON GLOBAL
STRATEGIES FUND LTD.
 
By: Citadel Limited Partnership,
its Portfolio Manager
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ John C. Nagel____________
John C. Nagel, Director and
Associate General Counsel
 
CITADEL EQUITY FUND LTD.
 
By: Citadel Limited Partnership,
its Portfolio Manager
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ John C. Nagel____________
John C. Nagel, Director and
Associate General Counsel
 
CITADEL INVESTMENT GROUP, L.L.C.
 
By: /s/ John C. Nagel____________
John C. Nagel, Director and
Associate General Counsel
 

Page 13 of 13
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