SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Altus Pharmaceuticals Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02216N105
(CUSIP Number)
December 31, 2006
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 13 Pages)
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*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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. 02216N105 13G/A Page 2 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
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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)
8.9%
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(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G/A Page 3 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Partners GP, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G/A Page 4 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Adage Capital Advisors, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G/A Page 5 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Robert Atchinson
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G/A Page 6 of 11 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Phillip Gross
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.9%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 02216N105 13G/A Page 7 of 11 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Altus Pharmaceuticals Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 125 Sidney Street,
Cambridge, MA 02139
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Adage Capital Partners, L.P., a Delaware limited partnership
("ACP"), with respect to 87,506 shares of Common Stock and the
Warrant to purchase 1,962,494 shares of Common Stock (the
"Warrant") directly owned by it;
(ii) Adage Capital Partners GP, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("ACPGP"), as
general partner of ACP, with respect to the shares of Common
Stock and the Warrant directly owned by ACP;
(iii) Adage Capital Advisors, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("ACA"),
as managing member of ACPGP, general partner of ACP, with
respect to the shares of Common Stock and the Warrant
directly owned by ACP;
(iv) Phillip Gross ("Mr. Gross"), as managing member of ACA,
managing member of ACPGP, general partner of ACP, with
respect to the shares of Common Stock and the Warrant
directly owned by ACP; and
(v) Robert Atchinson ("Mr. Atchinson"), as managing member of
ACA, managing member of ACPGP, general partner of ACP, with
respect to the shares of Common Stock and the Warrant
directly owned by ACP.
The foregoing persons are hereinafter collectively referred to as
the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 200
Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
Item 2(c). Citizenship:
ACP is a limited partnership organized under the laws of the State of
Delaware. ACPGP and ACA are limited liability companies organized under the laws
of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United
States.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share (the "Common Stock")
CUSIP No. 02216N105 13G/A Page 8 of 11 Pages
Item 2(e). CUSIP Number:
02216N105
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1
(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
A. Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and
Adage Capital Advisors, L.L.C.
(a) Amount beneficially owned:
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
(b) Percent of class: 8.9%. According to information
provided to the Reporting Persons by the Company,
there are 22,948,986 shares of Common Stock issued and
outstanding as of November 3, 2006. The percentages
used herein and in the rest of Item 4 are calculated
based upon such information.
CUSIP No. 02216N105 13G/A Page 9 of 11 Pages
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the
disposition: Warrant to purchase 1,962,494 shares
of Common Stock
87,506 shares of Common Stock
ACP has the power to dispose of and the power to vote
the shares of Common Stock beneficially owned by it (in
the case of shares of Common Stock purchased upon
exercise of the Warrant or currently owned directly by
ACP), which power may be exercised by its general
partner, ACPGP. ACA, as managing member of ACPGP,
directs ACPGP's operations. Neither ACPGP nor ACA
directly owns the Warrant or any shares of Common Stock.
By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934 (the "Act"), ACPGP and
ACA may be deemed to own beneficially the shares of
Common Stock beneficially owned by ACP.
B. Robert Atchinson and Phillip Gross
(a) Amount beneficially owned:
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
(b) Percent of class: 8.9%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
Warrant to purchase 1,962,494 shares of Common Stock
87,506 shares of Common Stock
Messrs. Atchinson and Gross, as managing members of ACA, have
shared power to vote the shares of Common Stock beneficially
owned by ACP (in the case of shares of Common Stock purchased
upon exercise of the Warrant or currently owned directly by
ACP). Neither Mr. Atchinson nor Mr. Gross directly owns the
Warrant or any shares of Common Stock. By reason of the
CUSIP No. 02216N105 13G/A Page 10 of 11 Pages
provisions of Rule 13d-3 of the Act, each may be deemed
to beneficially own the shares of Common Stock
beneficially owned by ACP.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
ACPGP, the general partner of ACP, has the power to direct the affairs of
ACP, including decisions respecting the disposition of the proceeds from the
sale of the Warrant or any shares of Common Stock. Messrs. Atchinson and Gross
are the managing members of ACA, the managing member of ACPGP, and in that
capacity direct ACPGP's operations.
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.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person 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.
CUSIP No. 02216N105 13G/A Page 11 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: January 18, 2007
ADAGE CAPITAL PARTNERS, L.P.
By: Adage Capital Partners GP, L.L.C.,
its general partner
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ ROBERT ATCHINSON
------------------------------
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL PARTNERS GP, L.L.C.
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ ROBERT ATCHINSON
------------------------------
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL ADVISORS, L.L.C.
/s/ ROBERT ATCHINSON
------------------------------
Name: Robert Atchinson
Title: Managing Member
ROBERT ATCHINSON
/s/ ROBERT ATCHINSON
------------------------------
ROBERT ATCHINSON, individually
PHILLIP GROSS
/s/ PHILLIP GROSS
------------------------------
PHILLIP GROSS, individually