SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
PDL
BioPharma, Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
69329Y104
(CUSIP
Number)
September
3, 2008
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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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 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).
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CUSIP
No. 69329Y104
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
5,933,306
(1)
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
6,092,306
(1)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,092,306
(1)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
5.1%
(2)
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12.
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Type
of Reporting Person (See Instructions)
IA,
PN
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1
Includes subordinated notes convertible into 290,344 shares.
2
Based
on 119,421,847 shares of outstanding common stock and including the 290,344
shares from the potential conversion of subordinated notes for a total
of
119,712,191 shares outstanding.
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CUSIP
No. 69329Y104
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|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
-0-
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||||
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6.
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Shared
Voting Power
5,933,306
(1)
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7.
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Sole
Dispositive Power
-0-
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|||||
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8.
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Shared
Dispositive Power
6,092,306
(1)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,092,306
(1)
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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|||||
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11.
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Percent
of Class Represented by Amount in Row (9)
5.1%
(2)
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12.
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Type
of Reporting Person (See Instructions)
IN
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1
Includes subordinated notes convertible into 290,344 shares.
2
Based
on 119,421,847 shares of outstanding common stock and including the 290,344
shares from the potential conversion of subordinated notes for a total
of
119,712,191 shares outstanding.
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Item
1.
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(a)
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Name
of Issuer
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PDL
BioPharma,
Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
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1400
Seaport Blvd
Redwood
City, CA 94063
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Item
2.
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(a)
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Name
of Person Filing
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D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address
of Principal Business Office or, if none,
Residence
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship
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D.
E. Shaw & Co., L.P. is a limited partnership organized under the
laws of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title
of Class of Securities
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Common
Stock, $0.01 par
value
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(e)
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CUSIP
Number
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69329Y104
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| Item 3. |
If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
Applicable
| Item 4. |
Ownership
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As
of September 9,
2008:
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(a)
Amount beneficially owned:
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D.
E. Shaw & Co., L.P.:
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6,092,306
shares
This
is composed of (i) 2,985,500
shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C.,
(ii) 1,641,011 shares in
the name of
D. E. Shaw Valence Portfolios,
L.L.C., (iii) 629,900 shares
that
D. E. Shaw Valence Portfolios,
L.L.C. has the right to
acquire
through the exercise of
listed call options, (iv)
290,344 shares that
D. E. Shaw Valence Portfolios,
L.L.C. has the right to
acquire
through convertible subordinated
notes, and (v) 545,551
shares under the
management of D. E. Shaw Investment Management,
L.L.C.
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David
E. Shaw:
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6,092,306
shares
This
is composed of (i) 2,985,500
shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C.,
(ii) 1,641,011 shares in
the name of
D. E. Shaw Valence Portfolios,
L.L.C., (iii) 629,900 shares
that
D. E. Shaw Valence Portfolios,
L.L.C. has the right to acquire
through the exercise of listed
call options, (iv) 290,344
shares that
D. E. Shaw Valence Portfolios,
L.L.C. has the right to acquire
through convertible subordinated
notes, and (v) 545,551 shares
under the
management of D. E. Shaw Investment Management,
L.L.C.
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(b)
Percent of class:
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D.
E. Shaw & Co., L.P.:
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5.1%
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David
E. Shaw:
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5.1%
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(c)
Number of shares to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii)
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Shared
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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5,933,306
shares
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David
E. Shaw:
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5,933,306
shares
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(iii)
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Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv)
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Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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6,092,306
shares
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David
E. Shaw:
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6,092,306
shares
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David
E.
Shaw does not own any shares directly. By virtue
of David E. Shaw’s
position as President and sole shareholder of
D. E. Shaw & Co.,
Inc., which is the general partner of D. E. Shaw & Co., L.P.,
which in turn is the managing member and investment
adviser of
D. E. Shaw Valence Portfolios, L.L.C., the investment
adviser of
D. E. Shaw Oculus Portfolios, L.L.C., and the managing
member of
D. E. Shaw Investment Management, L.L.C., and by virtue
of David E.
Shaw’s position as President and sole shareholder
of D. E. Shaw &
Co. II, Inc., which is the managing member of
D. E. Shaw & Co.,
L.L.C., which in turn is the managing member
of D. E. Shaw Oculus
Portfolios, L.L.C., David E. Shaw may be deemed to have the shared
power to vote or direct the vote of 5,933,306
shares, and the shared power to
dispose or direct the disposition of 6,092,306
shares, the 6,092,306 shares as
described above constituting 5.1% of the outstanding
shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner
of such shares.
David E. Shaw disclaims beneficial ownership of such 6,092,306
shares.
| Item 5. |
Ownership
of Five Percent or Less of a
Class
|
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Not
Applicable
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
|
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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 or Control Person.
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Not
Applicable
| Item 8. |
Identification
and Classification of Members of the
Group
|
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Not
Applicable
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| Item 9. |
Notice
of Dissolution of Group
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Not
Applicable
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| Item 10. |
Certification
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By
signing below, each of D. E. Shaw & Co., L.P. and
David E. Shaw certify that, to the best of such reporting person’s
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 such purposes
or effect.
SIGNATURE
After
reasonable inquiry and to the best of their knowledge
and belief, the
undersigned certify that the information set forth
in this statement is true,
complete and correct. A Power of Attorney, dated October
24, 2007, granted by
David E. Shaw in favor of Rochelle Elias, is attached
hereto.
Dated: September
15,
2008
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Chief
Compliance
Officer
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| David E. Shaw | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias Attorney-in-Fact
for
David E. Shaw |
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Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute, and appoint each of:
Anne
Dinning,
Rochelle
Elias,
Julius
Gaudio,
John
Liftin,
Louis
Salkind,
Stuart
Steckler,
Maximilian
Stone, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L. P. and general
partner, managing member, or manager of other entities, any of which in turn
may
be acting for itself or other entities) all documents, certificates,
instruments, statements, other filings, and amendments to the foregoing
(collectively, “documents”) determined by such person to be necessary or
appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, and 13F and Schedules
13D
and 13G required to be filed with the Securities and Exchange Commission;
and
delivering, furnishing, or filing any such documents to or with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person’s execution, delivery, furnishing, and/or
filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 24, 2004, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
October 24, 2007
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York
Exhibit
2
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as
amended, each of the undersigned Reporting Persons
hereby agrees to the joint
filing, along with all other such Reporting Persons,
on behalf of each of them
of a statement on Schedule 13G (including amendments
thereto) with respect to
the Common Stock, $0.01 par value, of PDL BioPharma,
Inc., and that this
Agreement be included as an Exhibit to such joint
filing. This Agreement may be
executed in any number of counterparts, all of
which taken together shall
constitute one and the same instrument.
IN
WITNESS WHEREOF, each of the undersigned hereby
executes this Agreement as of
this 15th day of September, 2008.
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Rochelle Elias | |
|
Rochelle
Elias
Chief
Compliance
Officer
|
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| David E. Shaw | ||
| |
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| By: | /s/ Rochelle Elias | |
|
Rochelle
Elias
Attorney-in-Fact
for David E.
Shaw
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