Statement of Changes in Beneficial Ownership (4)
13 August 2014 - 7:12AM
Edgar (US Regulatory)
FORM 4
[
X
]
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BAUPOST GROUP LLC/MA
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2. Issuer Name
and
Ticker or Trading Symbol
IDENIX PHARMACEUTICALS INC
[
IDIX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
10 ST JAMES AVENUE, SUITE 1700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/5/2014
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(Street)
BOSTON, MA 02116
(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)
___ Form filed by One Reporting Person
_
X
_ 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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8/5/2014
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J
(1)
(2)
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53331109
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D
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$24.50
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0
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I
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See Footnote
(3)
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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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Explanation of Responses:
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(
1)
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On August 5, 2014, Imperial Blue Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent") merged with and into Idenix Pharmaceuticals, Inc., a Delaware corporation ("Idenix"), without a meeting of the stockholders of Idenix in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with Idenix continuing as the surviving corporation and thereby becoming a wholly-owned subsidiary of Parent.
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(
2)
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Each outstanding share of Idenix common stock, par value $0.001 per share (the "Shares") (other than Shares held (i) in the treasury of Idenix or by Parent, Purchaser or any of Parent's other subsidiaries, which Shares were canceled and ceased to exist or (ii) by stockholders who validly exercised appraisal rights under Delaware law with respect to such Shares), including the Shares reported above, were automatically canceled and converted into the right to receive $24.50 per Share, without interest, but subject to any required withholding of taxes.
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(
3)
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This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), SAK Corporation and Seth A. Klarman. Baupost is a registered investment adviser and acts as an investment adviser and general partner to certain private investment limited partnerships. SAK Corporation is the manager of Baupost. Mr. Klarman, as the sole director and sole officer of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934 of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost include securities purchased on behalf of various private investment limited partnerships. The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein.
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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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BAUPOST GROUP LLC/MA
10 ST JAMES AVENUE
SUITE 1700
BOSTON, MA 02116
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X
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SAK CORP
10 ST JAMES AVENUE
STE 1700
BOSTON, MA 02116
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X
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KLARMAN SETH A
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA 02116
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X
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Signatures
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The Baupost Group, L.L.C. by /s/ Seth A. Klarman, President
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8/12/2014
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**
Signature of Reporting Person
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Date
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SAK Corporation by /s/ Seth A. Klarman, President
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8/12/2014
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**
Signature of Reporting Person
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Date
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Seth A. Klarman /s/ Seth A. Klarman
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8/12/2014
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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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