SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 1)
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)
December 31,
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
4,913,599
(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
5,048,699
(1)
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,048,699
(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)
4.2%
(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 456,612 shares.
2 Based
on 119,506,838 shares of outstanding common stock and including the 456,612
shares from the potential conversion of subordinated notes for a total of
119,963,450 shares outstanding.
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CUSIP No. 69329Y104
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||||||
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1.
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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.
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Sole Voting Power
-0-
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||||
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6.
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Shared Voting Power
4,913,599
(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
5,048,699
(1)
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,048,699
(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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|||||
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11.
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Percent of Class Represented by
Amount in Row (9)
4.2%
(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 456,612 shares.
2 Based
on 119,506,838 shares of outstanding common stock and including the 456,612
shares from the potential conversion of subordinated notes for a total of
119,963,450 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 December 31,
2008:
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(a)
Amount beneficially owned:
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D.
E. Shaw & Co., L.P.:
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5,048,699
shares
This
is composed of (i) 2,656,160 shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii) 860,364 shares in the name of
D. E. Shaw Valence Portfolios, L.L.C., (iii) 545,400 shares that
D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through the exercise of listed call options, (iv) 456,612 shares that
D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through convertible subordinated notes, and (v) 530,163 shares under the
management of D. E. Shaw Investment Management,
L.L.C.
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David
E. Shaw:
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5,048,699
shares
This
is composed of (i) 2,656,160 shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii) 860,364 shares in the name of
D. E. Shaw Valence Portfolios, L.L.C., (iii) 545,400 shares that
D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through the exercise of listed call options, (iv) 456,612 shares that
D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through convertible subordinated notes, and (v) 530,163 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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4.2%
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David
E. Shaw:
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4.2%
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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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4,913,599
shares
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David
E. Shaw:
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4,913,599
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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5,048,699
shares
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David
E. Shaw:
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5,048,699
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 4,913,599 shares, and the shared
power to dispose or direct the disposition of 5,048,699 shares, the 5,048,699
shares as described above constituting 4.2% 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
5,048,699 shares.
| Item 5. |
Ownership of Five Percent or
Less of a Class
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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 5 percent of the class of securities, check the following
[X].
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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: February
17,
2009
| 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