- Statement of Changes in Beneficial Ownership (4)
June 19 2009 - 10:04AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PINEDO HERBERT MD PHD
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2. Issuer Name
and
Ticker or Trading Symbol
OSI PHARMACEUTICALS INC
[
OSIP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O OSI PHARMACEUTICALS, INC., 41 PINELAWN ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/17/2009
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(Street)
MELVILLE, NY 11747
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/17/2009
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A
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2500
(1)
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A
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$0
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10467
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$28.65
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6/17/2009
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A
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7500
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6/17/2010
(2)
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6/16/2016
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Common Stock
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7500
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$0
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7500
(3)
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D
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Explanation of Responses:
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(
1)
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Represents the formula grant of Restricted Stock Units to the director upon re-election to the Board of Directors of OSI Pharmaceuticals, Inc. 25% of the Restricted Stock Units will vest one year after the date of grant and the remainder will vest ratably on an annual basis over the succeeding 3 years. Upon vesting, Dr. Pinedo will receive one share of OSI Common Stock for each vested Restricted Stock Unit that he holds.
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(
2)
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25% of the option will become exerciseable one year after the date of grant and the remainder will vest ratably on an annual basis over the succeeding 3 years.
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(
3)
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Includes only options with the same termination date.
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Remarks:
Exhibit List
Exhibit 24--Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PINEDO HERBERT MD PHD
C/O OSI PHARMACEUTICALS, INC.
41 PINELAWN ROAD
MELVILLE, NY 11747
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X
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Signatures
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/s/ Pierre Legault, attorney-in-fact for Dr. Pinedo
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6/19/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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