FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ABBOTT LABORATORIES
2. Issuer Name and Ticker or Trading Symbol

FACET BIOTECH CORP [ FACT ]
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)

100 ABBOTT PARK ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

4/20/2010
(Street)

ABBOTT PARK, IL 60064
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) (2) 4/20/2010     P    62652055   (3) A $27.00   81909724   (4) D    
Common Stock   4/21/2010     J    5980034   (5) A $27   1000   (6) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  This form is a joint filing by Abbott Laboratories ("Abbott") and Amber Acquisition Inc., a wholly-owned subsidiary of Abbott (the "Purchaser").
( 2)  This Form 4 relates to shares of common stock, par value $0.01 per share (the "Common Stock"), and the associated preferred stock purchase rights issued in connection with the Rights Agreement, dated as of September 7, 2009, as amended by the amendments thereto dated as of December 15, 2009, December 16, 2009 and March 9, 2010, by and between Facet and Mellon Investor Services LLC (together with the Common Stock, the "Shares"), of Facet.
( 3)  Reflects Shares of Facet acquired by the Purchaser upon the exercise of the "top-up" option described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on March 23, 2010 by Abbott and the Purchaser (the "Schedule TO").
( 4)  Following the exercise of the "top-up" option, Facet was merged with and into the Purchaser with Facet surviving the merger as a wholly-owned subsidiary of Abbott pursuant to a "short-form merger" under Delaware law as described in the Schedule TO (the "Merger"). At the effective time of the Merger, these Shares were cancelled and ceased to exist.
( 5)  Reflects all of the outstanding shares of Facet not tendered in the offer, which may be deemed to have been acquired by Abbott and the Purchaser pursuant to the consummation of the Merger. At the effective time of the Merger, these Shares were cancelled and ceased to exist.
( 6)  Prior to the Merger, Abbott held 1,000 shares of the common stock, no par value per share, of the Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each Purchaser Share was converted into one share of common stock of Facet, as the surviving corporation of the Merger, and as a result Abbott acquired 100% of the equity interest of Facet.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ABBOTT LABORATORIES
100 ABBOTT PARK ROAD
ABBOTT PARK, IL 60064

X

Amber Acquisition Inc.
100 ABBOTT PARK ROAD
ABBOTT PARK, IL 60064

X


Signatures
/s/ Thomas C. Freyman Executive Vice President, Finance and Chief Financial Officer of Abbott Laboratories 4/21/2010
** Signature of Reporting Person Date

/s/ Thomas C. Freyman President of Amber Acquisition Inc. 4/21/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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