UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Vertex Pharmaceuticals Incorporated
| (Name of Issuer) |
Common Stock
| (Title of Class of Securities) |
92532F100
| (CUSIP Number) |
December 31, 2008
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92532F100 | 13G | Page 2 of 6 Pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookside Capital Partners Fund, L.P. EIN No.: 04-3313066 |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. SOLE VOTING POWER
4,816,011 Shares | |
| 6. SHARED VOTING POWER
0 | ||
| 7. SOLE DISPOSITIVE POWER
4,816,011 Shares | ||
| 8. SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,816,011 Shares |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.16% |
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| 12. | TYPE OF REPORTING PERSON
PN |
| * | Percentage ownership is calculated using as the numerator, the total number of shares of Common Stock held by the Reporting Person (which includes $35,000,000 of 4.75% Convertible Senior Subordinated Notes that are convertible into 1,512,599 shares of Common Stock), and as the denominator, 150,466,193 shares of Common Stock outstanding, plus the 1,512,599 shares of Common Stock into which the 4.75% Convertible Senior Subordinated Notes are convertible by the Reporting Person. |
Page 2 of 6 Pages
| Item 1 |
(a). |
Name of Issuer | ||||||||||
| The name of the issuer to which this filing on Schedule 13G relates is Vertex Pharmaceuticals Incorporated (the “Company”). | ||||||||||||
| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices | ||||||||||
| The principal executive offices of the Company are located at 130 Waverly Street, Cambridge, Massachusetts 02139. |
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| Item 2 |
(a). |
Name of Person Filing | ||||||||||
| This Statement is being filed on behalf of Brookside Capital Partners Fund, L.P., a Delaware limited partnership (the “Brookside Fund”). Brookside Capital Investors, L.P., a Delaware limited partnership (“Brookside Investors”) is the sole general partner of the Brookside Fund. Brookside Capital Management, LLC, a Delaware limited liability company (“Brookside Management”), is the sole general partner of Brookside Investors. Mr. Domenic J. Ferrante is the sole managing member of Brookside Management. |
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| Item 2 |
(b). |
Address of Principal Business Office or, if none, Residence | ||||||||||
| The principal business address of each of the Brookside Fund, Brookside Investors, Brookside Management and Mr. Ferrante is 111 Huntington Avenue, Boston, Massachusetts 02199. |
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| Item 2 |
(c). |
Citizenship | ||||||||||
| Each of the Brookside Fund, Brookside Investors and Brookside Management is organized under the laws of the State of Delaware. Mr. Ferrante is a citizen of the United States. |
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| Item 2 |
(d). |
Title of Class of Securities | ||||||||||
| The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, par value $0.01 (“Common Stock”). | ||||||||||||
| Item 2 |
(e). |
CUSIP Number | ||||||||||
| The CUSIP number of the Company’s Common Stock is 92532F100. |
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| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||||||||
| (e) | ¨ | An investment adviser in accordance with §13d-1(b)(1)(ii)(E). | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||||||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||||||||
| x | If this statement is filed pursuant to §240.13d-1(c), check this box. | |||||||||||
Page 3 of 6 Pages
| Item 4. |
Ownership | |||||||||
| Item 4 |
(a). | Amount beneficially owned | ||||||||
| As of the close of business on December 31, 2008, the Brookside Fund beneficially owned 3,303,412 shares of Common Stock.
On February 12, 2008, the Brookside Fund agreed to purchase $35,000,000 of 4.75% Convertible Senior Subordinated Notes and 1,000,000 shares of Common Stock in conjunction with the closings of the Company’s Concurrent Note Offering and Concurrent Common Stock Offering on February 19, 2008 (the “Concurrent Closing Date”). The 4.75% Convertible Senior Subordinated Notes mature on February 15, 2013 and are convertible at any time by the Reporting Person at a conversion rate of 43.2171 shares per $1,000 principal amount of notes, subject to adjustment. As a result, the Reporting Person may be deemed to beneficially own 1,512,599 shares of Common Stock (the “As-Converted Notes”). As of the close of business on December 31, 2008, the Brookside Fund beneficially owned 4,816,011 shares of Common Stock, which includes the As-Converted Notes.
The Brookside Fund acts by and through its general partner, Brookside Investors. Brookside Investors acts by and through its general partner, Brookside Management. Mr. Domenic J. Ferrante is the managing member of Brookside Management and thus is the controlling person of Brookside Management. No person other than the respective owner referred to herein of the Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such Common Stock. |
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| Item 4 |
(b). | Percent of Class | ||||||||
| As of the close of business on December 31, 2008, the Brookside Fund was the beneficial owner of 3.16% of the Common Stock of the Company based on 150,466,193 shares of Common Stock outstanding as of October 31, 2008, which is the total number of shares of Common Stock reported in the Company’s 10-Q filed November 5, 2008 with the Securities and Exchange Commission, as well as 1,512,599 As-Converted Notes. | ||||||||||
| Item 4 |
(c). | Number of shares as to which such person has: | ||||||||
| (i) | sole power to vote or to direct the vote:
4,816,011 Shares |
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| (ii) | shared power to vote or to direct the vote:
0 |
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| (iii) | sole power to dispose or to direct the disposition of:
4,816,011 Shares |
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| (iv) | shared power to dispose or to direct the disposition of:
0 |
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| Item 5. |
Ownership of Five Percent or Less of a Class | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | ||||||||||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |||||||||
| Not Applicable. |
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| Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: | |||||||||
| Not Applicable. | ||||||||||
| Item 8. |
Identification and Classification of Members of the Group | |||||||||
| Not Applicable. | ||||||||||
Page 4 of 6 Pages
| Item 9. |
Notice of Dissolution of Group | |||||||||
| Not Applicable. | ||||||||||
| Item 10. |
Certification | |||||||||
| By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
Page 5 of 6 Pages
Dated: February 17, 2009
| BROOKSIDE CAPITAL PARTNERS FUND, L.P. | ||
| By: | /s/ Domenic J. Ferrante | |
| Name: | Domenic J. Ferrante | |
| Title: | Managing Director | |
Page 6 of 6 Pages