SEC Form 4 · accession 0001127602-15-005887
AMGEN INC · AMGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A Bradway
Officer — Chairman, CEO and President · Director
Period of report
Feb 11, 2015
Accepted (ET)
Feb 12, 2015 · 9:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000318154
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 11, 2015 | M | 62,000 | $42.13 | A | 258,641 | D | |
| Common StockF1 | Feb 11, 2015 | F | 40,539 | $152.57 | D | 218,102 | D | |
| Common Stock | Feb 11, 2015 | M | 22,000 | $42.13 | A | 240,102 | D | |
| Common StockF2,F3,F4,F5 | Feb 11, 2015 | S | 22,000 | $152.6871 | D | 218,102 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nqso (Right to Buy) | $42.13 | Feb 11, 2015 | M | 62,000 | D | Apr 29, 2009 | Apr 29, 2015 | Common Stock | 62,000 | 22,000 | D |
| Nqso (Right to Buy) | $42.13 | Feb 11, 2015 | M | 22,000 | D | Apr 29, 2009 | Apr 29, 2015 | Common Stock | 22,000 | 0 | D |
Explanation of responses
- F1Non-market exercise of 62,000 stock options expiring April 29, 2015 wherein 40,539 shares issuable pursuant to the exercise of these options were withheld by the Company to cover the option exercise price and statutory tax withholding, with the remaining shares delivered to the reporting person.
- F2The price reported is an average price. The prices ranged from $152.68 to $152.78 per share. Full information regarding the number of shares purchased at each separate price within the range set forth above is available upon request by the SEC staff, the issuer or a security holder of the issuer.
- F3Open market exercise of 22,000 stock options expiring April 29, 2015 wherein a portion of the cash received as a result of the exercise of these options was used to cover the option exercise price and the remaining balance was remitted in full by the Company to the appropriate California and federal taxing authorities.
- F4These shares include the following Restricted Stock Units (RSUs) granted under the Company's equity plans: 7,140 RSUs which vest in one installment on 4/25/2015; 14,029 RSUs which vest in two installments of 6,910 and 7,119 on 4/27/2015 and 4/27/2016, respectively; 12,525 RSUs which vest in two installments of 6,169 and 6,356 on 1/28/2016 and 1/28/2017, respectively; 15,132 RSUs which vest in three installments of 4,993, 4,994 and 5,145 on 1/31/2016, 1/31/2017 and 1/31/2018, respectively; and 13,398 shares which vest in two equal installments of 4,421 on 1/30/2017 and 1/30/2018 and one installment of 4,556 on 1/30/2019. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis.
- F5These shares include 1,458 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. 2009 Amended and Restated Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited on the reporting person's unvested RSUs and are paid out in shares of the Company's common stock on a one-to-one basis according to the vesting schedule, along with a cash payment for any remaining fractional share amount.