SC 13G/A 1 sch13ga_15710.txt AMENDMENT #3 TO SCHEDULE 13G ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1 (B) (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. 3)* Oscient Pharmaceuticals Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share -------------------------------------------------------------------------------- (Title of Class of Securities) 68812R105 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] 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 the disclosures provided in a prior cover page. The information required in 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). ================================================================================ =================== =========== CUSIP NO. 68812R105 13G PAGE 2 of 4 =================== =========== ITEM 1(A). NAME OF ISSUER: Oscient Pharmaceuticals Corp. (the "Issuer") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1000 Winter Street, Suite 2200 Waltham, Massachusetts 02451 ITEM 2(A). NAME OF PERSONS FILING: Abingworth Management Limited ("Abingworth Management" or the "Reporting Person"). ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address for the Reporting Person is Princes House, 38 Jermyn Street, London, England SW1Y 6DN. ITEM 2(C). CITIZENSHIP: Abingworth Management is a corporation organized under the laws of England. ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per share ITEM 2(E). CUSIP NUMBER: 68812R105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP. Not applicable. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. The Reporting Person has ceased to own beneficially five percent (5%) or more of the Issuer's outstanding Common Stock. 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. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. =================== =========== CUSIP NO. 68812R105 13G PAGE 3 of 4 =================== =========== 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. =================== =========== CUSIP NO. 68812R105 13G PAGE 4 of 4 =================== =========== SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2008 ABINGWORTH MANAGEMENT LIMITED By: /s/ James Abell ---------------------------- Name: James Abell Title: Executive Director