SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bateson Susan D.

(Last)

(First)

(Middle)

14200 SHADY GROVE ROAD

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUMAN GENOME SCIENCES INC [ HGSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2009		M		79,300	A	$9.351	136,922	D
Common Stock	11/02/2009		M		78,295	A	$10.89	215,217	D
Common Stock	11/02/2009		M		31,668	A	$10.62	246,885	D
Common Stock	11/02/2009		S⁽¹⁾		3,998	D	$25	242,887	D
Common Stock	11/02/2009		S⁽²⁾		31,668	D	$25	211,219	D
Common Stock	11/02/2009		S⁽²⁾		78,295	D	$25	132,924	D
Common Stock	11/02/2009		S⁽²⁾		79,300	D	$24.83	53,624	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option - Right to Buy	$9.351	11/02/2009		M			79,300	⁽³⁾	12/11/2012	Common Stock	79,300	$0	10,700	D
Employee Stock Option - Right to Buy	$10.89	11/02/2009		M			78,295	⁽⁴⁾	03/14/2016	Common Stock	78,295	$0	21,705	D
Employee Stock Option - Right to Buy	$10.62	11/02/2009		M			31,668	⁽⁵⁾	03/10/2017	Common Stock	31,668	$0	20,832	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person and Charles Schwab effective Sept 2, 2009. These are shares issued with respect to Restricted Stock Units. The RSU's vests over a four year period under which the restrictions will lapse to 25% of the restricted units on March 10, 2008 and 25% of the RSUs each year thereafter.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person and Charles Schwab effective Sept 2, 2009

3. These are fully vested.

4. One eighth of the options granted vests on Sept. 14th, 2006, the six month anniversary date of the grant, and the remaining options granted vest monthly on a ratable basis for the next 42 months commencing on Oct. 14, 2006.

5. One eighth of the options granted vests on Sept. 10th, 2007, the six month anniversary date of the grant, and the remaining options granted vest monthly on a ratable basis for the next 42 months commencing on Oct. 10, 2007. The number of options orginally granted was 52,500.

Remarks:

	James H. Davis (Power of Attorney) on behalf of	11/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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