X0303 4 2008-10-08 0001415362 Overture Acquisition Corp. NLX 0001132413 MILLENCO LLC C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 1 0 0001273087 MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 0 1 May be deemed a group member. 0001017456 ENGLANDER ISRAEL A C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR NEW YORK NY 10103-0899 0 0 0 1 May be deemed a group member. Ordinary Shares 2008-10-08 4 P 0 141000 8.65 A 2017094 D Ordinary Shares 2008-10-10 4 P 0 1215000 8.60 A 3232094 D This Form 4 is being filed to report transactions in the ordinary shares, par value $0.0001 per share ("Ordinary Shares") of Overture Acquisition Corp. (the "Issuer"), that were effected by Millenco LLC, a Delaware limited liability company ("Millenco"), on October 8, 2008, immediately after becoming a 10% owner of the Issuer's Ordinary Shares. This Form 4 is also being filed to reflect the 1,215,000 Ordinary Shares acquired by Millenco on October 10, 2008. The securities acquired in these transactions were inadvertently included in the total amount of securities reported as beneficially owned by Millenco in the Form 3 filed with the Securities and Exchange Commission on October 20, 2008. Following the purchase of 141,000 of the Issuer's Ordinary Shares on October 8, 2008 and 1,215,000 of the Issuer's Ordinary Shares on October 10, 2008, Millenco was the beneficial owner of 3,232,094 of the Issuer's Ordinary Shares, of which 1,522,644 were a constituent part of the Issuer's units ("Units"). Each Unit consists of one Ordinary Share and one warrant ("Warrant"). Each Warrant entitles the holder to purchase one Ordinary Share from the Issuer at an exercise price of $7.00 per share. The Warrants will become exercisable on the later of the Issuer's completion of a business combination or April 30, 2009, provided in each case that the Issuer has an effective registration statement covering the Ordinary Shares issuable upon the exercise of the Warrants, as well as a current prospectus relating to the Ordinary Shares. The Warrants will expire on January 30, 2013, or earlier upon redemption. As of the date of this filing, the Issuer has not announced the completion of a business combination. In addition to the 1,522,644 Warrants held by Millenco as a constituent part of the Units, Millenco holds an additional 1,432,600 Warrants, which are also not currently exercisable. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Millenco. As previously reported on the Form 3 filed with the Securities and Exchange Commission on November 3, 2008, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies") acquired the above-described Ordinary Shares on October 24, 2008, via an intercompany transfer between Millenco and Integrated Core Strategies, each of which is wholly-owned by the same entity. For all filers except Millenco, such transfer was exempt under Rule 16a-13 promulgated under the Securities Exchange Act of 1934. Mark Meskin, Chief Executive Officer 2009-01-07