SEC Form 4 · accession 0001179110-16-020575
AMAG PHARMACEUTICALS INC. · AMAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank E Thomas
Officer — President & COO
Period of report
Feb 26, 2016
Accepted (ET)
Mar 1, 2016 · 5:33 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 | Feb 26, 2016 | F | 7,417 | $27.01 | D | 99,529 | D | |
| Common StockF2 | Feb 26, 2016 | F | 1,361 | $27.01 | D | 98,168 | D | |
| Common StockF3 | Feb 27, 2016 | F | 458 | $27.01 | D | 97,710 | D | |
| Common StockF4 | Feb 29, 2016 | F | 515 | $26.28 | D | 97,195 | D | |
| Common StockF5,F6,F8 | Mar 1, 2016 | A | 17,000 | — | A | 114,195 | 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)F8,F7 | $25.18 | Mar 1, 2016 | A | 40,000 | A | — | Mar 1, 2026 | Common Stock | 40,000 | 40,000 | D |
Explanation of responses
- F1Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 8,300 restricted stock units ("RSUs") on January 15, 2016, 9,230 RSUs on January 4, 2016 and 5,000 RSUs on January 4, 2016. Due to the black-out policies implemented by AMAG Pharmaceuticals, Inc. (the "Issuer"), the shares of the Issuer's Common Stock underlying such vested RSUs were not delivered to the reporting person until February 26, 2016, at which time an aggregate of 7,417 shares were withheld to satisfy the reporting person's applicable tax obligations.
- F2Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 4,166 RSUs on February 26, 2016. 1,361 shares were withheld to satisfy the reporting person's applicable tax obligations.
- F3Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 1,400 RSUs on February 27, 2016. 458 shares were withheld to satisfy the reporting person's applicable tax obligations.
- F4Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 1,575 RSUs on February 29, 2016. 515 shares were withheld to satisfy the reporting person's applicable tax obligations.
- F5Each RSU represents a contingent right to receive one share of Common Stock of the Issuer.
- F6These shares of Common Stock are issuable pursuant to a grant of RSUs pursuant to the Issuer's Third Amended and Restated 2007 Equity Incentive Plan (as amended, the "Plan") and will vest in three equal annual installments with the first installment vesting on March 1, 2017.
- F7Grant 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.
- F8Not applicable.