SEC Form 4 · accession 0000792977-19-000032
AMAG PHARMACEUTICALS INC. · AMAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Alan Butcher
Officer — EVP, Chief Business Officer
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 6:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000792977
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 25, 2019 | A | 10,000 | — | A | 38,418 | D | |
| Common StockF1,F4,F3 | Feb 25, 2019 | A | 15,000 | — | A | 53,418 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F5 | $15.51 | Feb 25, 2019 | A | 25,000 | A | — | Feb 25, 2029 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock of AMAG Pharmaceuticals, Inc. (the "Issuer").
- F2These shares of Common Stock are issuable pursuant to a grant of RSUs pursuant to the Issuer's Fourth Amended & Restated 2007 Equity Incentive Plan, as amended (the "Plan") that will vest in three equal annual installments with the first installment vesting on February 25, 2020.
- F3Not applicable.
- F4These shares of Common Stock are issuable pursuant to a performance-based RSU grant under a long-term incentive program under the Plan and will be earned, if at all, based on achievement of certain relative total stockholder return targets over the three year performance period ending February 25, 2022 subject to continuation of a business relationship with the grantee through the conclusion of the performance period. The number above represents the target number of shares that may be delivered pursuant to the award ("Target Award"); however, the amount that vests could range from zero to 150% of the Target Award.
- F5Grant of stock option pursuant to the Plan. This option will vest and become exercisable over four years after the grant date as follows: (i) 25% on the first anniversary of the grant date and (ii) the balance vesting in equal quarterly installments over the next three years thereafter.