SEC Form 4 · accession 0001127602-16-045126
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
Mar 2, 2016
Accepted (ET)
Mar 4, 2016 · 6:07 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 | Mar 2, 2016 | A | 113,175 | $0.00 | A | 383,102 | D | |
| Common Stock | Mar 2, 2016 | M | 20,000 | $50.44 | A | 403,102 | D | |
| Common StockF1,F2 | Mar 2, 2016 | S | 20,000 | $146.4783 | D | 383,102 | D | |
| Common Stock | Mar 2, 2016 | M | 64,000 | $50.44 | A | 447,102 | D | |
| Common StockF3,F4,F5 | Mar 2, 2016 | F | 43,799 | $148.39 | D | 403,303 | 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) | $50.44 | Mar 2, 2016 | M | 20,000 | D | Apr 28, 2010 | Apr 28, 2016 | Common Stock | 20,000 | 64,000 | D |
| Nqso (Right to Buy) | $50.44 | Mar 2, 2016 | M | 64,000 | D | Apr 28, 2010 | Apr 28, 2016 | Common Stock | 64,000 | 0 | D |
Explanation of responses
- F1The price reported is an average price. The prices ranged from $146.41 to $146.72 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.
- F2Open market exercise of 20,000 stock options expiring April 28, 2016 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 to cover the reporting person's tax liability arising from the reported transactions.
- F3Non-market exercise of 64,000 stock options expiring April 28, 2016 wherein 43,799 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.
- F4These shares include the following Restricted Stock Units (RSUs) granted under the Company's equity plans: 7,119 RSUs which vest on 4/27/2016; 6,356 RSUs which vest on 1/28/2017; 10,139 RSUs which vest in two installments of 4,994 and 5,145 on 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 1,555 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.