UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~January 12, 2012~~

January 13, 2012

PHARMASSET, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33428	98-0406340
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. employer identification number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
303-A College Road East Princeton, NJ		08540
(Address of Principal Executive Office)		(Zip Code)

~~Registrant’s~~303-A ~~telephone~~College ~~number,~~Road ~~including~~East ~~area code: (609) 613-4100~~

~~(Former Name or Former Address~~Princeton, ifNJ ~~Changed~~08540 ~~Since Last Report)~~

(Address of principal executive offices including Zip Code)

(609) 613-4100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introduction ~~5.01. Changes in Control of Registrant.~~

On January 12, 2012, Royal Merger Sub II Inc. (“Purchaser”), a wholly-owned subsidiary of Gilead Sciences, Inc. (“Gilead”), completed its tender offer (the “Offer”) for all outstanding shares of common stock, par value $0.001 (“Shares”) of Pharmasset, Inc. (“the Company”), at a price of $137 per Share, net to the seller in cash (less any required withholding taxes and without interest) (the “Offer Price”), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 21, 2011, among the Company, Gilead and Royal Merger Sub Inc. (the rights of which thereunder were assigned to Purchaser on January 12, 2012) (the “Merger Agreement”). The Offer expired as scheduled at 12:00 midnight, New York City time, on January 12, 2012 and was not extended. The Company was advised by the depositary for the Offer that, as of the expiration time of the Offer, a total of approximately 72,041,926 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 95% of the Shares outstanding (including approximately 5,529,~~352~~392 Shares delivered through notices of guaranteed delivery, representing approximately 7% of the Shares outstanding). Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration time of the Offer ~~(such time of acceptance, the “Acceptance Time”)~~ and ~~will~~ promptly ~~make~~ made payment to the depositary for the Offer for such Shares.

Item 5.02. Departure of Directors or ~~Principal~~Certain Officers; Election of Directors; Appointment of ~~Principal~~Certain Officers; Compensatory Arrangements of Certain Officers.

InEffective ~~accordance~~as ~~with the Merger Agreement, each~~ of ~~P. Schaefer Price~~ January 13, ~~M.B.A.~~2012, ~~Elliot F. Hahn, Ph.D. and Michael K. Inouye resigned from~~ the Board ~~and~~removed from ~~all~~their ~~committees~~respective ofpositions ~~the Board on which such directors served, effective~~ as ofofficers ~~the Acceptance Time. Each resigning director resigned pursuant to the provisions~~ of the ~~Merger Agreement, and no director resigned from the Board because of any disagreements with the~~ Company ~~on any matter relating to the Company’s operations, policies, or practices. Herbert J. Conrad, William J. Carney~~ and ~~Robert~~terminated ~~F. Williamson III remain directors of~~ the ~~Company~~ ~~and~~employment ~~are expected to continue as directors until the consummation~~ of the ~~Merger.~~following individuals:

InM. ~~addition, effective~~Michelle asBerrey ofChief ~~the~~Medical ~~Acceptance~~Officer ~~Time,~~Kurt ~~the~~Leutzinger ~~Board~~Chief ~~appointed~~Financial ~~the~~Officer ~~following~~Mark ~~individuals~~Meester asChief ~~members~~Administrative ofOfficer ~~the~~Michael ~~Board:~~Otto ~~John~~Chief F.Scientific ~~Milligan,~~Officer PhP.~~D.,~~ ~~Robin~~Schaefer L.Price ~~Washington~~President and ~~Brett~~CEO A.Michael ~~Pletcher~~Rogers asChief ~~Class~~Development IOfficer ~~directors;~~Darryl ~~Gregg~~Cleary ~~H. Alton and Kevin Young as Class II directors; and Muz Mansuri~~VP, ~~Ph.D.~~Manufacturing ~~and~~Phillip ~~Norbert~~Furman ~~W. Bischofberger~~VP, ~~Ph.D.~~Biological asSciences ~~Class~~Patrick ~~III~~Higgins ~~directors.~~Executive ~~Such~~Vice ~~persons~~President ~~were~~Marketing ~~designated for appointment as directors of the Company by Purchaser pursuant to the Merger Agreement. Each such person is an officer~~ and~~/or~~ ~~director~~Sales ofJames ~~Gilead.~~Maguire Information about the directors designated for appointment by Purchaser was previously disclosed in the Information Statement comprising Annex A to the Company’s Solicitation/Recommendation on Schedule 14D-9 originally filed by the Company with the Securities and Exchange Commission on December 6VP, ~~2011,~~Finance asJoseph ~~subsequently~~Sonk ~~amended (as so amended~~VP, ~~the~~Regulatory ~~“Schedule 14D-9”) and is incorporated herein by reference.~~ Affairs

~~The~~In ~~other~~addition, ~~information~~effective ~~required~~as byof ~~Item~~January ~~5.02~~13, ~~of Form 8-K is contained in the Schedule 14D-9~~2012, ~~including~~ the ~~Information~~Board ~~Statement comprising~~removed ~~Annex~~Bryce ARoberts ~~thereto,~~from ~~and~~his ~~such~~position ~~information~~as Secretary isof ~~incorporated~~the ~~herein by reference~~Company.

~~SIGNATURES~~Effective January 13, 2012, the Board appointed the following individuals to the office set forth opposite his or her name to serve at the pleasure of the Board and until his or her successor is appointed and qualified or until his earlier resignation or removal:

~~Pursuant~~John toF. ~~the requirements of the Securities Exchange Act of 1934~~Milligan, ~~the~~Ph.D ~~registrant~~President ~~has~~Robin ~~duly~~L. ~~caused~~Washington ~~this~~Chief ~~report~~Financial toOfficer beBrett ~~signed on its behalf by the undersigned, thereunto duly authorized~~A. Pletcher Secretary

	PHARMASSET, INC.
Dated: January 12, 2012	By:	/s/ Kurt Leutzinger
	Name:	Kurt Leutzinger
	Title:	Chief Financial Officer

The other information required by Item 5.02 of Form 8-K is contained in the Company’s Solicitation/Recommendation on Schedule 14D-9 originally filed by the Company with the Securities and Exchange Commission on December 6, 2011, including the Information Statement comprising Annex B thereto, and such information is incorporated herein by reference.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	PHARMASSET, INC.
	(Registrant)

Dated: January 13, 2012	By:	/s/ John F. Milligan, Ph.D.
	Name:	John F. Milligan, Ph.D.
	Title:	President

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