SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
Oscient Pharmaceuticals Corporation
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
68812R105
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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).
SEC 1745 (3-98)
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Abingworth Management Limited
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF 5. SOLE VOTING POWER
SHARES o
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 13,552,052
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 13,552,052
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,552,052 shares
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
CO
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ITEM 1(a). NAME OF ISSUER: Oscient Pharmaceuticals Corp. (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1000 Winter Street, Suite 2200
Waltham, Massachusetts 02451
ITEM 2(a). NAME OF PERSONS FILING: Abingworth Management Limited
("Abingworth Management").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address for Abingworth Management, Princess House,
38 Jermyn Street, London, England SW1Y 6DN.
ITEM 2(c). CITIZENSHIP: Abingworth Management is a corporation organized
under the laws of England.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per
share
ITEM 2(e). CUSIP NUMBER: 68812R105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
Abingworth Management Limited is the manager of Abingworth
Bioequities Master Fund LTD, Abingworth Bioventures IV
L.P., Abingworth Bioventures IV Executives L.P., Abingworth
Bioventures III A L.P., Abingworth Bioventures III B LP,
Abingworth Bioventures III C LP and Abingworth Bioventures
III Executives LP (collectively, the"Funds").
As of the date hereof, Abingworth Bioequities Master Fund
LTD is the record owner of 207,292 shares of Common Stock;
Abingworth Bioventures IV L.P. is the record owner of
186,742 shares of Common Stock; Abingworth Bioventures IV
Executives L.P. is the record owner of 1,602 shares of
Common Stock; Abingworth Bioventures III A L.P. is the
record owner of 81,283 shares of Common Stock; Abingworth
Bioventures III B L.P. is the record owner of 49,661 shares
of Common Stock; Abingworth Bioventures III C L.P. is the
record owner of 29,677 shares of Common Stock; and
Abingworth Bioventures III Executives L.P. is the record
owner of 1,297 shares of Common Stock.
In addition, Abingworth Bioequities Master Fund LTD is the
record owner of warrants, exercisable for 56,671 shares of
Common Stock; Abingworth Bioventures IV L.P. is the record
owner of warrants, exercisable for 56,189 shares of Common
Stock; Abingworth Bioventures IV Executives L.P. is the
record owner of warrants, exercisable for 482 shares of
Common Stock; Abingworth Bioventures III C L.P. is the
record owner of warrants, exercisable for 14,838 shares of
Common Stock; Abingworth Bioventures III B L.P. is the
record owner of warrants, exercisable for
24,830 shares of Common Stock; AbingworthBioventures III A
L.P. is the record owner of warrants, exercisable for
40,641 shares of Common Stock; and Abingworth Bioventures
III Executives L.P. is the record owner of warrants,
exercisable for 648 shares of Common Stock. All of the
warrants held by the Funds are immediately exercisable.
As the manager of each of the Funds, Abingworth Management
may be deemed to beneficially own 751,853 shares of Common
Stock, which represents the shares of Common Stock and the
warrants exercisable for shares of Common Stock held by the
Funds.
(b) Percent of Class: Abingworth Management beneficially owns
5.5% of the outstanding Common Stock of the Issuer.
The foregoing percentages are calculated based on the
13,552,125 shares of Common Stock reported to be
outstanding following a one-for-eight reverse stock split
as of November 15, 2006 in the Issuer's Form 8-K filed with
the Securities Exchange Commission on November 15, 2006.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: see line 5
of cover sheets.
(ii) shared power to vote or to direct the vote: see
line 6 of cover sheets.
(iii) sole power to dispose or to direct the
disposition: see line 7 of cover sheets.
(iv) shared power to dispose or to direct the
disposition: see line 8 of cover sheets.
Each Reporting Person disclaims beneficial ownership of such
shares of Common Stock except for the shares, if any, such
Reporting Person holds of record.
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.
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 2007
ABINGWORTH MANAGEMENT LIMITED
By: /s/ DAVID LEATHERS
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Name: David Leathers
Title: Executive Director