UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Oscient Pharmaceuticals Corporation
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
68812R303
(CUSIP Number)
December 31, 2009
(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)
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*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 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).
Page 1 of 9 Pages
CUSIP No. 68812R303 13G Page 2 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
10,905 shares of Common Stock
$2,339,060 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 2,126,417 shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 2,126,417 shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 2,126,417
shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See instructions)
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.42%
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(12) TYPE OF REPORTING PERSON (See instructions)
OO
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CUSIP No. 68812R303 13G Page 3 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 2,126,417 shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 2,126,417 shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 2,126,417
shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See instructions)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.42%
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(12) TYPE OF REPORTING PERSON (See instructions)
OO
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CUSIP No. 68812R303 13G Page 4 of 9 Pages
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(1) NAMES OF REPORTING PERSONS
Glenn Dubin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 2,126,417 shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50%
Convertible Guaranteed Senior Notes due 2011
convertible into 2,126,417 shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,905 of Common Stock
$2,339,060 aggregate principal amount of 12.50% Convertible
Guaranteed Senior Notes due 2011 convertible into 2,126,417
shares of Common Stock
Warrants to purchase 161,917 shares of Common Stock
-------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See instructions)
[ ]
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
2.42%
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See instructions)
IN
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CUSIP No. 68812R303 13G Page 5 of 9 Pages
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This Amendment No. 3 (this "Amendment") amends the statement on Schedule 13G
filed on May 15, 2007 (the "Original Schedule 13G"), as amended by Amendment No.
1 filed on February 7, 2008, and Amendment No. 2 filed on December 2, 2008 (the
Original Schedule 13G as amended, the "Schedule 13G"), with respect to shares of
common stock par value $0.10 per share (the "Common Stock") of Oscient
Pharmaceuticals Corporation, a Massachusetts corporation (the "Company").
Capitalized terms used herein and not otherwise defined in this Amendment have
the meanings set forth in the Schedule 13G. This Amendment amends and restates
Items 2(a), 2(b), 2(c), 4 and 5 in their entirety as set forth below.
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Citizenship: United States
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
As of December 31, 2009, (i) Highbridge International LLC beneficially
owned 10,905 shares of Common Stock, $2,339,060 aggregate principal amount of
12.50% Convertible Guaranteed Senior Notes due 2011 (the "Notes"), convertible
into 2,126,417 shares of Common Stock (not counting any accrued and unpaid
interest on the Notes) and Warrants to purchase 161,917 shares of Common Stock
(the "Warrants") and (ii) each of Highbridge Capital Management, LLC and Glenn
Dubin may have been deemed the beneficial owner of 10,905 shares of Common
Stock, $2,339,060 aggregate principal amount of Notes, convertible into
2,126,417 shares of Common Stock (not counting any accrued and unpaid interest
on the Notes) and Warrants to purchase 161,917 shares of Common Stock
beneficially owned by Highbridge International LLC.
As set forth in the terms of the Notes, the number of shares of Common
Stock into which the Notes are convertible is limited to the number of shares
that would result in the Reporting Persons having aggregate beneficial ownership
of not more than 9.99% of the total issued and outstanding shares of Common
CUSIP No. 68812R303 13G Page 6 of 9 Pages
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Stock. As set forth in the terms of the Warrants, the number of shares of Common
Stock into which the Warrants are exercisable is limited to the number of shares
that would result in the Reporting Persons having aggregate beneficial ownership
of not more than 4.99%.
Highbridge Capital Management, LLC is the trading manager of Highbridge
International LLC. Glenn Dubin is the Chief Executive Officer of Highbridge
Capital Management, LLC. The foregoing should not be construed in and of itself
as an admission by any Reporting Person as to beneficial ownership of the shares
of Common Stock owned by another Reporting Person. In addition, each of
Highbridge Capital Management, LLC and Glenn Dubin disclaims beneficial
ownership of the shares of Common Stock owned by Highbridge International LLC.
(b) Percent of class:
The Company's Current Report on Form 8-K filed on June 16,2009, indicates
there were 92,735,910 shares of Common Stock outstanding as of June 9, 2009.
Therefore, as of December 31, 2009, based on the Company's outstanding shares of
Common Stock and the shares of Common Stock issuable upon the conversion of the
Notes and exercise of the Warrants, (i) Highbridge International LLC
beneficially owned 2.42% of the outstanding shares of Common Stock of the
Company and (ii) each of Highbridge Capital Management LLC and Glenn Dubin may
have been deemed to beneficially own 2.42% of the outstanding shares of Common
Stock of the Company. The foregoing should not be construed in and of itself as
an admission by any Reporting Person as to beneficial ownership of shares of
Common Stock owned by another Reporting Person.
(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
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a)
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
five percent of the class of securities, check the following: [X]
CUSIP No. 68812R303 13G Page 7 of 9 Pages
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 12, 2010, by and among
Highbridge International LLC, Highbridge Capital Management, LLC and Glenn
Dubin.
CUSIP No. 68812R303 13G Page 8 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: February 12, 2010
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva By: /s/ John Oliva
---------------------------- ---------------------------
Name: John Oliva Name: John Oliva
Title: Managing Director Title: Managing Director
/s/ Glenn Dubin
---------------------------
GLENN DUBIN
CUSIP No. 68812R303 13G Page 9 of 9 Pages
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EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Common
Shares, $0.10 par value, of Oscient Pharmaceuticals Corporation, is being filed,
and all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of February 12, 2010
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By: /s/ John Oliva By: /s/ John Oliva
---------------------------- ---------------------------
Name: John Oliva Name: John Oliva
Title: Managing Director Title: Managing Director
/s/ Glenn Dubin
---------------------------
GLENN DUBIN