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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Equity Swap (obligation to buy) (1) | $ 24.75 | 03/05/2009 | X/K | 1 | 12/08/2008 | 06/09/2009 | Common Stock | 100,000 | $ 0 | 0 | I | See Footnote (2) | |||
| Equity Swap (obligation to buy) (1) | $ 24.75 | 03/05/2009 | J/K(3) | 1 | 03/05/2009 | 12/11/2009 | Common Stock | 100,000 | $ 0 | 1 | I | See Footnote (2) | |||
| Equity Swap (obligation to buy) (1) | $ 24.75 | 03/05/2009 | X/K | 1 | 12/08/2008 | 06/09/2009 | Common Stock | 477,324 | $ 0 | 0 | I | See Footnote (2) | |||
| Equity Swap (obligation to buy) (1) | $ 24.75 | 03/05/2009 | J/K(4) | 1 | 03/05/2009 | 12/11/2009 | Common Stock | 477,324 | $ 0 | 1 | I | See Footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ADAGE CAPITAL PARTNERS GP LLC 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
X | |||
| ADAGE CAPITAL PARTNERS LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
X | |||
| Adage Capital Advisors, L.L.C. 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
X | |||
| Atchinson Robert 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
X | |||
| Gross Phillip 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
X | |||
| /s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson | 03/06/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson | 03/06/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson | 03/06/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Robert Atchinson | 03/06/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Phillip Gross | 03/06/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The equity swap was settled pursuant to its terms based on the volume weighted average price of the Common Stock of the Issuer on the Transaction Date. The price pursuant to Rule 16b-6(c)(2) is set forth in Column 4 of Table I and Column 2 of Table II. The settlement of the equity swap and the reported purchase of Common Stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b) thereunder. |
| (2) | Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"), and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. ACPGP, ACA, Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
| (3) | On March 5, 2009, the Fund entered into an equity swap agreement with a securities broker under which, upon expiration of the term of the agreement, (i) the Fund will be obligated to pay the broker $24.75 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay the Fund the market price of 100,000 shares of Common Stock, as of the end of such term. |
| (4) | On March 5, 2009, the Fund entered into an equity swap agreement with a securities broker under which, upon expiration of the term of the agreement, (i) the Fund will be obligated to pay the broker $24.75 per share for each share of Common Stock that is subject to the agreement, and (ii) the broker will be obligated to pay the Fund the market price of 477,324 shares of Common Stock, as of the end of such term. |