-----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, UXV6Oj7EFlo1xmZnyihPCS/xAsyn5TmQnqs8AVdmiic61LoFU3ZKHfZ33cZHsNUz InGsxDnLJALOnxPjEm2DXQ== 0001127602-10-016643.txt : 20100607 0001127602-10-016643.hdr.sgml : 20100607 20100607192032 ACCESSION NUMBER: 0001127602-10-016643 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100603 FILED AS OF DATE: 20100607 DATE AS OF CHANGE: 20100607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMPER LINDA E CENTRAL INDEX KEY: 0001220024 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 10882584 MAIL ADDRESS: STREET 1: C/O OSI PHARMACEUTICALS INC STREET 2: 58 S SERVICE RD CITY: MELVILLE STATE: NY ZIP: 11747 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 4 1 form4.xml PRIMARY DOCUMENT X0303 4 2010-06-03 0000729922 OSI PHARMACEUTICALS INC OSIP 0001220024 AMPER LINDA E C/O OSI PHARMACEUTICALS, INC. 420 SAW MILL RIVER RD. ARDSLEY NY 10502 1 Sr. VP, Human Resources Common Stock 2010-06-03 4 U 0 4326 57.50 D 14775 D Common Stock 2010-06-03 4 D 0 14775 57.50 D 0 D Stock Option (Right to Buy) 23.83 2010-06-03 4 D 0 3001 57.50 D 2012-11-30 Common Stock 3001 0 D Stock Option (Right to Buy) 37.74 2010-06-03 4 D 0 10000 57.50 D 2013-12-12 Common Stock 10000 0 D Stock Option (Right to Buy) 47.29 2010-06-03 4 D 0 16500 57.50 D 2014-12-11 Common Stock 16500 0 D Stock Option (Right to Buy) 33.62 2010-06-03 4 D 0 36000 57.50 D 2015-12-15 Common Stock 36000 0 D Stock Option (Right to Buy) 35.40 2010-06-03 4 D 0 20000 57.50 D 2019-12-14 Common Stock 20000 0 D Stock Option (Right to Buy) 67.63 2010-06-03 4 D 0 13900 57.50 D 2014-06-16 Common Stock 13900 0 D Represents the number of unvested Restricted Stock Units that were canceled in exchange for a cash payment of $57.50 per unit in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. These stock options were canceled in exchange for a cash payment in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. The cash payment made with respect to each stock option equals the product of (x) the number of shares issuable upon the exercise of such option multiplied by (y) the excess, if any, of $57.50 over the exercise price per share for such option. These stock options were canceled in accordance with the Agreement and Plan of Merger, dated as of May 16, 2010, among OSI Pharmaceuticals, Inc., Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. As the exercise price of the options was above $57.50, no cash payment was provided. /s/ Pierre Legault, attorney-in-fact for Dr. Amper 2010-06-07 -----END PRIVACY-ENHANCED MESSAGE-----