Sec Form 4 Filing - ADAGE CAPITAL PARTNERS GP, L.L.C. @ PUMA BIOTECHNOLOGY, INC. - 2017-05-24

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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1. Name and Address of Reporting Person
ADAGE CAPITAL PARTNERS GP, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
PUMA BIOTECHNOLOGY, INC. [ PBYI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CLARENDON STREET, 52ND FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
05/24/2017
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock, par value $0.0001 ("Common Stock") 05/24/2017 S 50,000 D $ 68.1291 ( 1 ) 5,636,668 I See footnote ( 2 )
Common Stock 05/24/2017 S 39,115 D $ 69 5,597,553 I See footnote ( 2 )
Common Stock 05/24/2017 S 53,600 D $ 70.3077 ( 3 ) 5,543,953 I See footnote ( 2 )
Common Stock 05/24/2017 S 52,300 D $ 72.2167 ( 4 ) 5,491,653 I See footnote ( 2 )
Common Stock 05/24/2017 S 175,687 D $ 73.2885 ( 5 ) 5,315,966 I See footnote ( 2 )
Common Stock 05/24/2017 S 48,865 D $ 74.4872 ( 6 ) 5,267,101 I See footnote ( 2 )
Common Stock 05/24/2017 S 116,133 D $ 75 5,150,968 I See footnote ( 2 )
Common Stock 05/25/2017 S 85,526 D $ 76.9061 ( 7 ) 5,065,442 I See footnote ( 2 )
Common Stock 05/25/2017 S 232,190 D $ 77.6149 ( 8 ) 4,833,252 I See footnote ( 2 )
Common Stock 05/25/2017 S 7,248 D $ 78.2452 ( 9 ) 4,826,004 I See footnote ( 2 )
Common Stock 05/25/2017 S 75,036 D $ 79.7026 ( 10 ) 4,750,968 I See footnote ( 2 )
Common Stock 05/26/2017 S 187,847 D $ 76.7156 ( 11 ) 4,563,121 I See footnote ( 2 )
Common Stock 05/26/2017 S 111,823 D $ 77.6639 ( 12 ) 4,451,298 I See footnote ( 2 )
Common Stock 05/26/2017 S 330 D $ 78.3545 ( 13 ) 4,450,968 I See footnote ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAGE CAPITAL PARTNERS GP, L.L.C.
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA02116
X
Adage Capital Partners, L.P.
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA02116
X
Adage Capital Advisors, L.L.C.
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA02116
X
Atchinson Robert
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA02116
X
Gross Phillip
200 CLARENDON STREET
52ND FLOOR
BOSTON, MA02116
X
Signatures
/s/ Robert Atchinson 05/26/2017
Signature of Reporting Person Date
s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 05/26/2017
Signature of Reporting Person Date
s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 05/26/2017
Signature of Reporting Person Date
/s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 05/26/2017
Signature of Reporting Person Date
/s/ Phillip Gross 05/26/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $68 to $68.55, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 2 )The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.
( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70 to $70.75, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72 to $72.825, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $73 to $73.9875, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 6 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $74 to $74.9875, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 7 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $76.1 to $77.075, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 8 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $77.1 to $78, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 9 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $78.1 to $78.4, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 10 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $79.5 to $80, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 11 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $76.275 to $77.25, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 12 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $77.275 to $78.25, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
( 13 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $78.35 to $78.4, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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