Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
OSCIENT PHARMACEUTICALS CORP
Common Stock
CUSIP Number 68812R105
Date of Event Which Requires Filing of this Statement:
August 31, 2006
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
CUSIP No. 68812R105
1) Name of reporting person:
CAM North America, LLC
Tax Identification No.:
01-0846058
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
DE
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 156,127
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 156,127
9) Aggregate amount beneficially owned by each reporting person:
156,127
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
0.16%
12) Type of reporting person:
IA
CUSIP No. 68812R105
1) Name of reporting person:
Smith Barney Fund Management LLC
Tax Identification No.:
13-2616913
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
DE
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 656,968*
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 656,968*
9) Aggregate amount beneficially owned by each reporting person:
656,968*
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
0.66%
12) Type of reporting person:
IA
* Assumes conversion/exercise of certain securities held.
CUSIP No. 68812R105
1) Name of reporting person:
Salomon Brothers Asset Management Inc.
Tax Identification No.:
13-3440564
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
DE
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 4,079,128*
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 4,079,128*
9) Aggregate amount beneficially owned by each reporting person:
4,079,128*
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
4.13%
12) Type of reporting person:
IA
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* Assumes conversion/exercise of certain securities held.
Item 1a) Name of issuer:
OSCIENT PHARMACEUTICALS CORP
Item 1b) Address of issuer's principal executive offices:
1000 Winter Street
Suite 2200
Waltham, MA 02541
Item 2a) Name of person filing:
CAM North America, LLC
Smith Barney Fund Management LLC
Salomon Brothers Asset Management Inc.
Item 2b) Address of principal business office:
399 Park Avenue
New York, NY 10022
Item 2c) Citizenship:
CAM North America, LLC
A Delaware Limited Liability Corporation
Smith Barney Fund Management LLC
A Delaware Limited Liability Corporation
Salomon Brothers Asset Management Inc.
A Delaware Corporation
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 68812R105
Item 3) If this statement is filed pursuant to Rule 13d-1(b),
or 13d 2(b), check whether the person filing is a:
(a) [ ] Broker or dealer 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)(6)
of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to ERISA of 1974 or Endowment Funds;
see 240.13d-1(b)(ii)(F).
(g) [ ] Parent holding company, in accordance with
240.13d-1(b)(ii)(G),
(h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4) Ownership:
(a) Amount beneficially owned: 4,892,223
(b) Percent of Class: 4.95%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
4,892,223*
(iii) sole power to dispose or to direct the
disposition of:
- 0 -
(iv) shared power to dispose or to direct
the disposition of:
4,892,223*
* Assumes conversion/exercise of certain securities held.
Item 5) Ownership of Five Percent or less of a class:
If this statement is being filed to report the
fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of
more than 5 percent of the class of securities,
check the following [X]
Item 6) Ownership of more than Five Percent on behalf of
another person:
n/a
Item 7) Identification and classification of the subsidiary
which acquired the security being reported on by
the parent holding company:
n/a
Item 8) Identification and classification of members of
the group:
CAM North America, LLC
Smith Barney Fund Management LLC
Salomon Brothers Asset Management Inc.
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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 - September 8, 2006
CAM North America, LLC
By: /s/ Leonard Larrabee
Leonard Larrabee, Secretary
Smith Barney Fund Management LLC
By: /s/ Michael Kocur
Michael Kocur, Assistant Secretary
Salomon Brothers Asset Management Inc.
By: /s/ Leonard Larrabee
Leonard Larrabee, Secretary
Exhibit A
Joint Filing Agreement
--------------------------------------
This Joint Filing Agreement confirms the agreement by
and among the undersigned that the Schedule 13G is filed
on behalf of (i) each member of the group identified in
Item 8 and (ii) the other reporting person(s) identified
in Item 6 that may be deemed to beneficially own more
than five percent of the issuer's outstanding equity securities.
CAM North America, LLC
By: /s/ Leonard Larrabee
Leonard Larrabee, Secretary
Smith Barney Fund Management LLC
By: /s/ Michael Kocur
Michael Kocur, Assistant Secretary
Salomon Brothers Asset Management Inc.
By: /s/ Leonard Larrabee
Leonard Larrabee, Secretary