Home > Insider Trading > Filing (0001181431-12-043507)

Filing Details

Accession Number:: 0001181431-12-043507
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-03 16:26:51
Reporting Period:: 2012-08-01

Filing Date:: 2012-08-03
Accepted Time:: 2012-08-03 16:26:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
901219	Human Genome Sciences Inc	HGSI	Biological Products, (No Disgnostic Substances) (2836)	223178468

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1131399	Plc Glaxosmithkline	980 Great West Road Brentford X0 TW8 9GS		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-08-01	5,686,715	$14.25	171,070,522	No	4	P	Indirect	See Explanation of Responses
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-08-02	3,413,699	$14.25	174,484,221	No	4	P	Indirect	See Explanation of Responses
Common Stock, Par Value $0.01 Per Share	Acquisiton	2012-08-02	59,232,487	$14.25	233,716,708	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses

Footnotes

Reflects shares of Human Genome Sciences, Inc. ("HGS") common stock acquired during the subsequent offering period of the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of July 16, 2012, entered into by and among the Reporting Person, H. Acquisition Corp. ("HAC") and HGS (the "Merger Agreement"), which commenced on July 30, 2012, including 3,004,542 shares acquired pursuant to guaranteed delivery procedures. The subsequent offering period expired at 5:00 pm, New York City time, August 2, 2012.
Reflects shares of HGS common stock acquired during the subsequent offering period of the tender offer effected pursuant to the Merger Agreement.
Reflects the shares of HGS common stock acquired pursuant to the exercise of the "top-up" option provided for in the Merger Agreement (the "Top-Up Option").
The Reporting Person is filing this Form 4 on behalf of itself and on behalf of HAC, a Delaware corporation and an indirect wholly owned subsidiary of the Reporting Person, with principal executive offices located at One Franklin Plaza (FP 2355), 200 North 16th Street, Philadelphia, PA 19102. The shares of common stock to which this Form 4 relates were acquired by HAC in a tender offer for all outstanding shares of common stock of HGS, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 10, 2012, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on May 10, 2012, as amended and supplemented from time to time (the "Offer"), and pursuant to exercise of the Top-Up Option.
Pursuant to the Merger Agreement, immediately following the closing of the Offer, the Reporting Person was entitled to designate a number of directors of HGS, rounded up to the next whole number, equal to the product of the total number of directors on HGS's board of directors and the percentage that the number of shares beneficially owned by the Reporting Person and its subsidiaries bore to the total number of shares outstanding. Accordingly, on July 30, 2012, following the closing of the Offer, all of the directors of HGS resigned from the HGS board of directors, other than Argeris N. Karabelas, Augustine Lawlor and Gregory Norden, and such remaining directors of HGS appointed Deirdre Connelly, Roger Connor, Chester Koczynski, Adrian Rawcliffe, David Redfern, Ian Tomlinson and Daniel Troy, each of whom was designated by the Reporting Person, to the HGS board of directors. Each of the foregoing individuals is an employee of the Reporting Person.