| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
OSI PHARMACEUTICALS INC [ OSIP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2010 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 $0.01 per share | 06/04/2010 | P | 1,176,026(3) | A | $57.5 | 50,845,062(1)(2)(4) | I | See Footnote(5) | ||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Astellas Pharma Inc. ("Astellas"), Astellas US Holding, Inc., a wholly-owned subsidiary of Astellas ("AUSH"), Ruby Acquisition, Inc., a wholly-owned subsidiary of AUSH ("Purchaser") and OSI Pharmaceuticals, Inc. (the "Issuer"), entered into an Agreement and Plan of Merger, dated as of May 16, 2010, pursuant to which Purchaser conducted a cash tender offer (the "Offer") to purchase all outstanding shares (the "Shares") of common stock, par value $0.01 per Share, of the Issuer, at a price of $57.50 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated March 2, 2010, as amended and including the Amendment and Supplement to the Offer to Purchase attached as an exhibit to the Tender Offer Statement on Schedule TO filed by Astellas, AUSH and Purchaser with the Securities and Exchange Commission on May 19, 2010. |
| 2. The Offer expired at 12:00 midnight, New York City time on June 2, 2010. On June 3, 2010, an aggregate of 54,176,003 Shares were validly tendered and not withdrawn (including certain Shares tendered under guaranteed delivery procedures), representing approximately 88% of the Issuers outstanding common stock. On June 3, 2010, Purchaser accepted for payment all validly tendered and not withdrawn Shares (excluding certain Shares tendered under guaranteed delivery procedures). Also on June 3, 2010, Astellas and Purchaser commenced a subsequent offering period (the "Subsequent Offering Period"), which, unless extended, will expire at 12:00 midnight, New York City time, on Monday, June 7, 2010. |
| 3. Shares acquired by Purchaser during the Subsequent Offering Period. |
| 4. Includes Shares acquired by Purchaser during the Subsequent Offering Period as of the date of the reported acquisition. |
| 5. Purchaser is the owner of the Shares purchased in the Offer. Prior to the commencement of the Offer on February 18, 2010, AUSH acquired 1,000 Shares through ordinary brokerage transactions at prevailing market prices. Astellas may be deemed to be the beneficial owner of such shares of common stock of the Issuer held by Purchaser and AUSH. |
| /s/ Linda Friedman, Authorized Officer and Attorney-in-fact | 06/04/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||