Form 4 OSCIENT PHARMACEUTICALS For: Apr 15 Filed by: DellaCamera Capital Management, LLC (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DellaCamera Capital Management, LLC

(Last)

(First)

(Middle)

461 FIFTH AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OSCIENT PHARMACEUTICALS CORP [OSCI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

12.50% Convertivle Guaranteed Senior Notes due 2011

$ 1.1 ⁽¹⁾

04/15/2009

$ 320,291

⁽²⁾

Common Stock

291,174

⁽²⁾

$ 6,909,291

D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Explanation of Responses:

1. The initial conversion rate of the Notes is 909.0909 shares per $1,000 principal amount of Notes (equal to a conversion price of approximately $1.10 per share).

2. The issuer's 12.50% Convertible Guaranteed Senior Notes due 2011 (the "Notes") are immediately convertible into shares of common stock. These Notes mature on January 15, 2011, unless earlier converted or repurchased. The Notes reported on this Form 4 were received as interest (in lieu of cash) at the issuer's election for no additional consideration.

3. Reflects the securities of the issuer owned directly by DellaCamera Capital Master Fund, Ltd.

4. DellaCamera Capital Management, LLC ("DCM") acts as the investment manager of the DellaCamera Capital Master Fund, Ltd. (the "Master Fund"). DellaCamera Capital Fund, Ltd. (the "Offshore Fund") is the controlling shareholder of the Master Fund. Ralph DellaCamera, Jr., Andrew Kurtz and Vincent Spinnato are the controlling persons of DCM (collectively, Messrs. DellaCamera, Kurtz and Spinnato shall be referred to as the "Controlling Persons").

5. DCM, the Offshore Fund and each Controlling Person may each be deemed to indirectly beneficially own the securities reported herein held by the Master Fund. For purposes of this Form 4, DCM, the Offshore Fund and each Controlling Person each disclaims ownership of the securities reported herein owned by the Master Fund, except to the extent of their pecuniary interest therein.

	Vincent Spinnato, Managing Member	04/17/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

                                 Joint Filer Information

Title of Security:       Common Stock and 12.50% Convertible Guaranteed
                         Senior Notes due 2011

Issuer & Ticker Symbol:  Oscient Pharmaceuticals Corporation (OSCI)

Designated Filer:        DellaCamera Capital Management, LLC

Other Joint Filers:      DellaCamera Capital Master Fund, Ltd. ("Master Fund");
                         DellaCamera Capital Fund, Ltd. (the "Offshore Fund");
                         Ralph DellaCamera, Jr.;
                         Andrew Kurtz; and
                         Vincent Spinnato

Addresses:               The address of each of Messrs. DellaCamera, Kurtz and
                         Spinnato is 461 Fifth Avenue, 10th Floor, New York, 
                         New York 10017.

                         The address of each of the Master Fund and Offshore 
                         Fund is is c/o Ogier Fiduciary Services (Cayman)
                         Limited, Queensgate House, PO Box 1234,
                         Grand Cayman KY1-1108, Cayman Islands

Signatures:


Dated:  April 17, 2009

                         DELLACAMERA CAPITAL MASTER FUND, LTD.


                             By: /s/ Andrew Kurtz
                                 ------------------------------
                                     Andrew Kurtz, Director


                         DELLACAMERA CAPITAL FUND, LTD.


                             By: /s/ Andrew Kurtz
                                 ------------------------------
                                     Andrew Kurtz, Director


                         /s/ Ralph DellaCamera, Jr.
                         ----------------------------------
                             Ralph DellaCamera, Jr.


                         /s/ Andrew Kurtz
                         ------------------------------
                             Andrew Kurtz


                         /s/ Vincent Spinnato
                         ------------------------------
                             Vincent Spinnato

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment