-----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, JDsDct8V+9/ek8HDhQ9DbepPP4bmnjEvG4mkjUlXOJN7fFyVOqzBX1z3ewFAKKQA 7ESeixqHiKgzywtoDOGCRQ== 0000902664-09-001093.txt : 20090306 0000902664-09-001093.hdr.sgml : 20090306 20090306153456 ACCESSION NUMBER: 0000902664-09-001093 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090303 FILED AS OF DATE: 20090306 DATE AS OF CHANGE: 20090306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADAGE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001163846 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14732 FILM NUMBER: 09662628 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-867-2800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADAGE CAPITAL PARTNERS GP LLC CENTRAL INDEX KEY: 0001165408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14732 FILM NUMBER: 09662629 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178672800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Atchinson Robert CENTRAL INDEX KEY: 0001403404 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14732 FILM NUMBER: 09662626 BUSINESS ADDRESS: BUSINESS PHONE: 617-867-2800 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gross Phillip CENTRAL INDEX KEY: 0001403413 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14732 FILM NUMBER: 09662630 BUSINESS ADDRESS: BUSINESS PHONE: 617-867-2800 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02140 BUSINESS PHONE: 6174972070 MAIL ADDRESS: STREET 1: 100 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02140 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adage Capital Advisors, L.L.C. CENTRAL INDEX KEY: 0001403403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14732 FILM NUMBER: 09662627 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-867-2800 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 3 1 p09-0546form3_ex.xml X0203 3 2009-03-03 0 0000792977 AMAG PHARMACEUTICALS INC. AMAG 0001165408 ADAGE CAPITAL PARTNERS GP LLC 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001163846 ADAGE CAPITAL PARTNERS LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403403 Adage Capital Advisors, L.L.C. 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403404 Atchinson Robert 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403413 Gross Phillip 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 Common Stock, par value $.01 per share ("Common Stock") 1914123 I See FN Equity Swap (obligation to buy) 34.839 2008-12-08 2009-06-09 Common Stock 100000 I See FNs Equity Swap (obligation to buy) 45.2099 2008-12-08 2009-06-09 Common Stock 477324 I See FNs The Shares of Common Stock and Equity Swaps to which this note relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of ACP. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. On December 8, 2008, the Fund entered into an equity swap agreement with a securities broker under which, upon expiration of the six-month term of the agreement, (i) the Fund will be obligated to pay the broker $34.839 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay the Fund the volume weighted average market price of 100,000 shares of Common Stock, as of the end of the six month period. On December 8, 2008, the Fund entered into an equity swap agreement with a securities broker under which, upon expiration of the six-month term of the agreement, (i) the Fund will be obligated to pay the broker $45.2099 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay the Fund the volume weighted average market price of 477,324 shares of Common Stock, as of the end of the six month period. /s/ Robert Atchinson 2009-03-06 /s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2009-03-06 /s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2009-03-06 /s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2009-03-06 /s/ Phillip Gross 2009-03-06 -----END PRIVACY-ENHANCED MESSAGE-----