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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Osi Pharmaceuticals Inc. (MM) | NASDAQ:OSIP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 57.49 | 0 | 01:00:00 |
PROSPECTUS SUPPLEMENT NO. 4 DATED January 2, 2009 | Filed Pursuant to Rule 424(b)(3) |
(To Prospectus dated April 1, 2008) | Registration No. 333-150027 |
SELLING SECURITYHOLDERS |
Principal
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Number of
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Number of
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||||||||||||||||||
Amount of Notes
|
Number of
|
Shares of
|
Principal
|
Shares of
|
||||||||||||||||
Beneficially
|
Shares of
|
Common Stock
|
Amount of Notes
|
Common Stock
|
||||||||||||||||
Owned Prior to
|
Common Stock
|
Issuable Upon
|
Beneficially
|
Beneficially
|
||||||||||||||||
the Offering and
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Beneficially
|
Conversion of the
|
Owned Upon
|
Owned Upon
|
||||||||||||||||
That May
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Owned Prior to
|
Notes That May
|
Completion of
|
Completion of
|
||||||||||||||||
Selling Securityholder
|
be Offered | the Offering(1) | be Offered(2) | the Offering(3) | the Offering(3) | |||||||||||||||
Absolute Strategies Fund(4)
|
$ | 392,000 | 8,762 | 8,762 | ||||||||||||||||
Arkansas PERS(5)
|
$ | 500,000 | 11,176 | 11,176 | ||||||||||||||||
Boilermakers Blacksmith Pension
Trust(5) |
$ | 520,000 | 11,623 | 11,623 | ||||||||||||||||
Citadel Equity Fund, Ltd.(6)(7)
|
$ | 64,750,000 | 1,514,301 | (8) | 1,447,247 | 67,054 | ||||||||||||||
Continental Assurance Company on behalf of its Separate
Account(E)(6)
|
$ | 100,000 | 2,235 | 2,235 | ||||||||||||||||
CSV Limited(9)
|
$ | 1,000,000 | 22,351 | 22,351 | ||||||||||||||||
DBAG London(6)(10)
|
$ | 31,200,000 | 697,361 | 697,361 | ||||||||||||||||
FPL Group Employees Pension Plan(5)
|
$ | 275,000 | 6,147 | 6,147 | ||||||||||||||||
Highbridge Convertible Arbitrage Master Fund, L.P.(11)
|
$ | 1,600,000 | 35,762 | 35,762 | ||||||||||||||||
Highbridge International LLC(12)
|
$ | 8,650,000 | 388,751 | (13) | 193,339 | 195,412 | ||||||||||||||
Jabcap Multi Strategy Master Fund Limited(14)
|
$ | 10,125,000 | 226,307 | 226,307 | ||||||||||||||||
J-Invest Ltd(15)
|
$ | 2,375,000 | 53,084 | 53,084 | ||||||||||||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated(6)
|
$ | 500,000 | 21,232 | (16) | 11,176 | 10,056 | ||||||||||||||
SSI Hedged Convertible Opportunity Fund(4)
|
$ | 1,170,000 | 26,151 | 26,151 | ||||||||||||||||
Tamalpais Global Partners Master Fund Ltd.(17)
|
$ | 2,155,000 | 148,130 | (18) | 48,167 | 99,963 | ||||||||||||||
United Technologies Corporation Master Retirement Trust(4)
|
$ | 383,000 | 8,561 | 8,561 | ||||||||||||||||
Viacom, Inc. Pension Plan
Master Trust(4) |
$ | 55,000 | 1,229 | 1,229 | ||||||||||||||||
Vicis Capital Master Fund(19)
|
$ | 6,000,000 | 134,108 | 134,108 | ||||||||||||||||
Visium Balanced Fund, LP(20)
|
$ | 4,470,000 | 99,910 | 99,910 | ||||||||||||||||
Visium Balanced Offshore Fund, Ltd.(20)
|
$ | 10,060,000 | 224,854 | 224,854 | ||||||||||||||||
Wells Fargo & Company(6)
|
$ | 1,000,000 | 22,351 | 22,351 | ||||||||||||||||
Xavex Convertible Arbitrage 5 (6)(21)
|
$ | 350,000 | 7,823 | 7,823 | ||||||||||||||||
All other holders of notes or future transferees, pledges,
donees, assignees or successors of any such
holders (22)(23) |
$ | 52,370,000 | 1,170,538 | 1,170,538 |
(1) | Shares in this column include the maximum number of shares of common stock issuable upon conversion of the notes and a maximum number of additional shares as described in footnotes (8), (13), (16) and (18) below. | |
(2) | Assumes conversion of all of the securityholders notes at a conversion rate of approximately 22.3513 shares of common stock per $1,000 principal amount of the notes. This conversion rate is subject to adjustment, however, as described under Description of the Notes Conversion Rights. As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. |
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(3) | Assumes that each selling securityholder will sell all of the notes and common stock issuable upon conversion of the notes owned by the selling securityholder and covered by this Prospectus and will retain all other securities of the Company held by it other than those covered by this Prospectus. | |
(4) | John Gottfurcht, Amy Jo Gottfurcht and George Douglas are the shareholders of SSI Investment Management, which has ultimate voting and dispositive power over the securities stated as beneficially owned by this selling securityholder. Messrs. Gottfurcht and Douglas and Ms. Gottfurcht disclaim beneficial ownership of the securities stated as beneficially owned by this selling securityholder. | |
(5) | Ann Houlihan may be deemed to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. | |
(6) | This selling securityholder is, or is an affiliate of, a registered broker-dealer. Each selling securityholder that is a registered broker-dealer or affiliated with a registered broker-dealer has represented to us that the notes and shares of common stock issuable upon conversion of the notes held by it were purchased in the ordinary course of business and that at the time of purchase, it did not have any agreements or understandings, directly or indirectly, with any person to distribute the notes held by it or the shares of common stock issuable upon conversion of the notes held by it. To the extent that we become aware that such entities did not acquire their notes or underlying common stock in the ordinary course of business, or did have such an agreement or understanding, we will file a supplement to the Prospectus to designate such affiliate as an underwriter within the meaning of the Securities Act. | |
(7) | Citadel Limited Partnership, or CLP, is the trading manager of Citadel Equity Fund Ltd., or CEF, and consequently has investment discretion over securities held by CEF. Citadel Investment Group, L.L.C., or CIG, controls CLP. Kenneth C. Griffin controls CIG and therefore has ultimate investment discretion over securities held by CEF. CLP, CIG and Mr. Griffin each disclaim beneficial ownership of the securities held by CEF. Goldman Sachs, Credit Suisse and Deutsche Bank Securities are the beneficial owners of $23,250,000, $11,800,000 and $29,700,000 principal amount of notes, respectively. | |
(8) | Includes a maximum of 67,054 shares of common stock issuable upon conversion of $3,000,000 principal amount of registered notes beneficially owned by this selling securityholder. | |
(9) | Eric White may be deemed to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. | |
(10) | John Arnone may be deemed to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. | |
(11) | Highbridge Capital Management, LLC is the trading manager of Highbridge Convertible Arbitrage Master Fund, L.P. and has voting control and investment discretion over the securities held by Highbridge Convertible Arbitrage Master Fund, L.P. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC and have voting control and investment discretion over the securities held by Highbridge Convertible Arbitrage Master Fund, L.P. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities held by Highbridge Convertible Arbitrage Master Fund, L.P. | |
(12) | Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and has voting control and investment discretion over the securities held by Highbridge International LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC and have voting control and investment discretion over the securities held by Highbridge International LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities held by Highbridge International LLC. | |
(13) | Includes a maximum of 195,412 shares of common stock issuable upon conversion of $5,750,000 principal amount of 2025 Notes beneficially owned by this selling securityholder. | |
(14) | Jabre Capital Partners SA is the investment manager of Jabcap Multi Strategy Master Fund Limited. Philippe Jabre is the sole owner of Jabre Capital Partners SA and may be deemed to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. | |
(15) | Jabre Capital Partners SA is the investment manager of J-Invest Ltd. Philippe Jabre is the sole owner of Jabre Capital Partners SA and may be deemed to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. |
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(16) | Includes a maximum of 10,056 shares of common stock issuable upon conversion of $503,000 principal amount of 2023 Notes beneficially owned by this selling securityholder. | |
(17) | Paul Giordano may be deemed to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. | |
(18) | Includes a maximum of 99,963 shares of common stock issuable upon conversion of $5,000,000 principal amount of 2023 Notes beneficially owned by this selling securityholder. | |
(19) | Vicis Capital LLC is the investment manager of this selling securityholder. Shad Stastney, John Succo and Sky Lucas control Vicis Capital LLC and therefore may be deemed to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. Each of Shad Stastney, John Succo and Sky Lucas disclaim beneficial ownership of any of the securities offered by this selling securityholder. | |
(20) | Visium Asset Management, LLC, or VAM, is the investment adviser to the selling securityholder. Mark Gottlieb is a member of VAM and as Chief Compliance Officer has been granted authority to exercise voting power or investment control over the securities stated as beneficially owned by this selling securityholder. | |
(21) | Ramius Capital is the investment adviser of Xavex Convertible Arbitrage 5, or Xavex, and consequently has voting control and investment discretion over securities held by Xavex. Ramius Capital disclaims beneficial ownership of the shares held by Xavex. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the sole managing members of C4S & Co., L.L.C., the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial owners of any shares deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these shares. | |
(22) | Information about other selling securityholders will be set forth in prospectus supplements or amendments, if required. | |
(23) | Assumes that any other holders of the notes or any future pledges, donees, assignees, transferees or successors of or from any other such holders of the notes do not beneficially own any shares of common stock other than the common stock issuable upon conversion of the notes at a conversion rate of approximately 22.3513 shares of common stock per $1,000 principal amount of the notes. |
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