SEC Form 4 · accession 0001179110-15-004401
ACCELERON PHARMA INC · XLRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew L Sherman
Officer — EVP & Chief Medical Officer
Period of report
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001280600
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 4, 2015 | M | 4,000 | $0.48 | A | 24,004 | D | |
| Common StockF3 | Mar 4, 2015 | S | 2,799 | $40.66 | D | 21,205 | D | |
| Common StockF4 | Mar 4, 2015 | S | 1,001 | $41.40 | D | 20,204 | D | |
| Common StockF5 | Mar 4, 2015 | S | 200 | $42.07 | D | 20,004 | D | |
| Common Stock | Mar 4, 2015 | M | 1,600 | $5.08 | A | 21,604 | D | |
| Common StockF6 | Mar 4, 2015 | S | 1,600 | $40.21 | D | 20,004 | D | |
| Common Stock | Mar 4, 2015 | S | 400 | $40.92 | D | 18,700 | I | By GRAT |
| Common StockF7 | Mar 4, 2015 | S | 700 | $40.63 | D | 18,000 | I | By GRAT |
| Common StockF8 | Mar 4, 2015 | S | 300 | $41.38 | D | 17,700 | I | By GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF9 | $0.48 | Mar 4, 2015 | M | 4,000 | D | — | May 31, 2016 | Common Stock | 4,000 | 24,000 | D |
| Option to Purchase Common StockF10 | $5.08 | Mar 4, 2015 | M | 1,600 | D | — | Mar 27, 2018 | Common Stock | 1,600 | 26,296 | D |
| Option to Purchase Common StockF10 | $41.01 | Mar 4, 2015 | A | 15,000 | A | — | Mar 4, 2025 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F10The options of registrant's common stock vest in equal quarterly installments over the first four years after the grant.
- F2Due to a typographical error in the reporting person's Form 4 filed on January 22, 2015, the reporting person's final holdings were incorrectly reported as 24,004 shares rather than 20,004 shares. The error has been corrected in this total.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.06 to $41.05, inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc. or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.06 to $42.04, inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc. or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.07 to $42.08, inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc. or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.83, inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc. or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6) to this Form 4.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.09 to $41.02, inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc. or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (7) to this Form 4.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.18 to $41.68, inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc. or the staff of the Securities and Exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (8) to this Form 4.
- F9The options of registrant's common stock vested as to 25% of the shares on the first anniversary of the grant and in equal installments quarterly thereafter.