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Filing Details

Accession Number:: 0001181431-10-032185
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-06-09 13:00:00
Reporting Period:: 2010-06-07

Filing Date:: 2010-06-09
Accepted Time:: 2010-06-09 12:42:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
729922	Osi Pharmaceuticals Inc	OSIP	In Vitro & In Vivo Diagnostic Substances (2835)	133159796

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1376684	Astellas Pharma Inc.	3-11, Nihonbashi-Honcho 2-Chome, Chuo-Ku Tokyo M0 103-8411	No	No	Yes	No
1456894	Astellas Us Holding, Inc.	Three Parkway North Deerfield IL 60015	No	No	Yes	No
1484677	Ruby Acqusition, Inc.	Three Parkway North Deerfield IL 60015	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2010-06-07	6,387,295	$57.50	57,232,357	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote

Footnotes

Astellas Pharma Inc. ("Astellas"), Astellas US Holding, Inc., a wholly-owned subsidiary of Astellas ("AUSH"), Ruby Acquisition, Inc., a wholly-owned subsidiary of AUSH ("Purchaser") and OSI Pharmaceuticals, Inc. (the "Issuer"), entered into an Agreement and Plan of Merger, dated as of May 16, 2010, pursuant to which Purchaser conducted a cash tender offer (the "Offer") to purchase all outstanding shares (the "Shares") of common stock, par value $0.01 per Share, of the Issuer, at a price of $57.50 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated March 2, 2010, as amended and including the Amendment and Supplement to the Offer to Purchase attached as an exhibit to the Tender Offer Statement on Schedule TO filed by Astellas, AUSH and Purchaser with the Securities and Exchange Commission on May 19, 2010.
The Offer expired at 12:00 midnight, New York City time on June 2, 2010. On June 3, 2010, an aggregate of 54,176,003 Shares were validly tendered and not withdrawn (including certain Shares tendered under guaranteed delivery procedures), representing approximately 88% of the Issuer's outstanding common stock. On June 3, 2010, Purchaser accepted for payment all validly tendered and not withdrawn Shares (excluding certain Shares tendered under guaranteed delivery procedures). Also on June 3, 2010, Astellas and Purchaser commenced a subsequent offering period (the "Subsequent Offering Period"), which expired at 12:00 midnight, New York City time, on Monday, June 7, 2010. On June 7, 2010, an aggregate of 57,232,357 were validly tendered and not withdrawn (excluding certain Shares tendered under guaranteed delivery procedures), representing approximately 93% of the Issuer's outstanding common stock.
Shares acquired by Purchaser during the Subsequent Offering Period on June 7, 2010.
Includes Shares acquired by Purchaser during the Subsequent Offering Period as of the date of the reported acquisition.
Purchaser is the owner of the Shares purchased in the Offer. Prior to the commencement of the Offer on February 18, 2010, AUSH acquired 1,000 Shares through ordinary brokerage transactions at prevailing market prices. Astellas may be deemed to be the beneficial owner of such shares of common stock of the Issuer held by Purchaser and AUSH.