Form 3 Rachman Jonathan For: Sep 01 (10K)

FORM 3

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

INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:		3235-0104
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person^*

Rachman Jonathan

(Last)

(First)

(Middle)

C/O OSI PHARMACEUTICALS, INC., 41 PINELAWN ROAD

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2009

3. Issuer Name and Ticker or Trading Symbol
OSI PHARMACEUTICALS INC [OSIP]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP, Diabetes/Obesity R&D

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,960 ⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	05/02/2006⁽²⁾	05/01/2015	Common Stock	22,000 ⁽³⁾	$ 46.93	D
Stock Option (Right to Buy)	12/01/2006⁽⁴⁾	11/30/2012	Common Stock	2,717 ⁽³⁾	$ 23.83	D
Stock Option (Right to Buy)	12/13/2007⁽⁵⁾	12/12/2013	Common Stock	8,000 ⁽³⁾	$ 37.74	D
Stock Option (Right to Buy)	12/12/2008⁽⁵⁾	12/11/2014	Common Stock	11,250 ⁽³⁾	$ 47.29	D
Stock Option (Right to Buy)	12/16/2009⁽⁶⁾	12/15/2015	Common Stock	25,000 ⁽³⁾	$ 33.62	D

Explanation of Responses:
1. Consists of 797 shares of OSI Common Stock, 1,250 restricted stock units granted on 12/13/2006, 2,783 restricted stock units granted on 12/12/2007 and 4,130 restricted stock units granted on 12/16/2008. 25% of the restricted stock units vest one year after the date of grant and the remainder vest ratably on an annual basis over the suceeding 3 years.
2. One third of the stock option became exerciseable one year after the date of the grant and the remainder vested ratably on a monthly basis over the suceeding 24 months.
3. Includes only options with the same termination date.
4. 25% of the stock option became exerciseable one year after the date of grant and the remainder vests ratably on a monthly basis over the suceeding 36 months.
5. 25% of the stock option became exerciseable one year after the date of grant and the remainder vests ratably on an annual basis over the suceeding three years.
6. One third of the stock option grant will become exercisable on each of the third, fourth and fifth anniversaries of the grant date.
Remarks: Exhibit�List: ��Exhibit�24--Power�of�Attorney

	/s/ J Rachman	09/01/2009
	** 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 5(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.

POWER OF ATTORNEY
Know all by these presents that the undersigned hereby
constitutes and appoints Pierre Legault with full power of
substitution and re-substitution, the undersigned's  true and lawful
attorney-in-fact to:
(1)execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer and/or director of
OSI Pharmaceuticals, Inc. (the "Company") Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities
Act of 1934, and the rules thereunder:
(2)do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable
to complete and execute  any such Form 3,
Form 4 or Form 5, complete and execute any
amendment or amendments thereto,  and timely file such
form with the United States Securities and
Exchange Commission and any stock exchange or
similar authority; and
(3)take any other action of any type whatsoever in
connection with the foregoing which in the
opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally
required by, the undersigned, it being
understood that the documents executed by such
attorney in fact on behalf of the undersigned
pursuant to this Power of  Attorney shall be in
such form and shall contain such terms and
conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or
could do if personally present, with full power of
substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to
file Forms 3, 4 and 5 with respect to the undersigned's
holdings of, and transactions in securities issued by
the Company unless earlier revoked by the
undersigned in a signed writing delivered to
the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed
 this Power of Attorney as of this 1st day of September, 2009.
By:  /s/ J. Rachman
Name: Jonathan Rachman

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment