SC 13G/A 1 p15-0841sc13ga.htm AMAG PHARMACEUTICALS, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
Under the Securities Act of 1934
(Amendment No. 3)*
 

AMAG Pharmaceuticals, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

00163U106

(CUSIP Number)
 

January 7, 2015

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

*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. 00163U10613G/APage 2 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Adage Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,706,592

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,706,592

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,706,592

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.70%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 00163U10613G/APage 3 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Adage Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,706,592

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,706,592

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,706,592

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES** ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.70%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 00163U10613G/APage 4 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Adage Capital Advisors, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,706,592

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,706,592

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,706,592

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.70%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 00163U10613G/APage 5 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Robert Atchinson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,706,592

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,706,592

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,706,592

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES** ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.70%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 00163U10613G/APage 6 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Phillip Gross

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,706,592

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,706,592

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,706,592

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.70%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 
CUSIP No. 00163U10613G/APage 7 of 11 Pages

 

   
Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is  AMAG Pharmaceuticals, Inc. (the "Company").
   
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 1100 Winter St., Waltham, Massachusetts 02451.

 

Item 2(a). NAME OF PERSON FILING:
  This statement is filed by:
   
  (i) Adage Capital Partners, L.P., a Delaware limited partnership ("ACP") with respect to the shares of Common Stock directly owned by it;
   
  (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), as general partner of ACP with respect to the shares of Common Stock directly owned by ACP;
   
  (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock directly owned by ACP;
   
  (iv) Robert Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP; and
   
  (v) Phillip Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116.

 

 
CUSIP No. 00163U10613G/APage 8 of 11 Pages

 

Item 2(c). CITIZENSHIP:

  

  ACP is a limited partnership organized under the laws of the State of Delaware.  ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware.  Messrs. Gross and Atchinson are citizens of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  00163U106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
  (i) ¨ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: Not applicable.

  

 

 
CUSIP No. 00163U10613G/APage 9 of 11 Pages

 

Item 4. OWNERSHIP.

 

  A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
      (a) Amount beneficially owned:  As of the date of the event which requires filing of this statement, 2,706,592

      (b) Percent of class: As of the date of the event which requires filing of this statement,  10.70%.  The percentages used herein and in the rest of Item this Schedule 13G/A are calculated based upon 25,304,740 shares of Common Stock outstanding as of November 12, 2014, which consists of (i) 22,094,769 shares of Common Stock issued and outstanding as of October 31, 2014 as reflected in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 filed by the Company on November 7, 2014 and (ii) 3,209,91 shares of Common Stock issued by the Company on November 12, 2014 upon the closing of the merger described in the Company's Current Report on Form 8-K filed by the Company on November 12, 2014.
      (c) (i) Sole power to vote or direct the vote: As of the date of the event which requires filing of this statement, 0
        (ii) Shared power to vote or direct the vote: As of the date of the event which requires filing of this statement, 2,706,592
        (iii) Sole power to dispose or direct the disposition:  As of the date of the event which requires filing of this statement,0
        (iv) Shared power to dispose or direct the disposition of:  As of the date of the event which requires filing of this statement, 2,706,592

 

ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP.  ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.

 

  B. Robert Atchinson and Phillip Gross
      (a) Amount beneficially owned: As of the date of the event which requires filing of this statement, 2,706,592
      (b) Percent of class:  As of the date of the event which requires filing of this statement,10.70%
      (c) (i) Sole power to vote or direct the vote:  As of the date of the event which requires filing of this statement,0
        (ii) Shared power to vote or direct the vote:  As of the date of the event which requires filing of this statement,2,706,592
        (iii) Sole power to dispose or direct the disposition:  As of the date of the event which requires filing of this statement,0
        (iv) Shared power to dispose or direct the disposition:  As of the date of the event which requires filing of this statement,2,706,592

Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Common Stock beneficially owned by ACP.  Neither Mr. Atchinson nor Mr. Gross directly own any shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

 

 

 
CUSIP No. 00163U10613G/APage 10 of 11 Pages

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

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.  

 

Item 10. CERTIFICATION.  
  Each of the Reporting Persons hereby makes the following certification:

 

 

  By signing below each Reporting Person certifies that, to the best of its 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. 00163U10613G/APage 11 of 11 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 26, 2015

 

  ADAGE CAPITAL PARTNERS, L.P.
  By:  Adage Capital Partners GP, L.L.C.,
  its general partner
   
  By:  Adage Capital Advisors, L.L.C.,
  its managing member
   
  /s/ Robert Atchinson
  Name:  Robert Atchinson
  Title: Managing Member
   
  ADAGE CAPITAL PARTNERS GP, L.L.C.
  By:  Adage Capital Advisors, L.L.C.,
  its managing member
   
  /s/ Robert Atchinson
  Name:  Robert Atchinson
  Title: Managing Member
   
  ADAGE CAPITAL ADVISORS, L.L.C.
   
  /s/ Robert Atchinson
  Name:  Robert Atchinson
  Title: Managing Member
   
  ROBERT ATCHINSON
   
  /s/ Robert Atchinson
  ROBERT ATCHINSON, individually
   
  PHILLIP GROSS
   
  /s/ Phillip Gross
  PHILLIP GROSS, individually