SEC Form 4 · accession 0001179110-16-025380
AMAG PHARMACEUTICALS INC. · AMAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Perez
Director
Period of report
May 19, 2016
Accepted (ET)
May 23, 2016 · 5:37 pm EDT
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 | May 19, 2016 | A | 4,768 | — | A | 12,990 | D | |
| Common StockF3 | holding | — | — | — | 4,400 | I | See Footnote 3 |
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)F2,F4 | $18.35 | May 19, 2016 | A | 12,787 | A | — | May 19, 2026 | Common Stock | 12,787 | 12,787 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Common Stock of AMAG Pharmaceuticals, Inc. (the "Issuer"). These shares of Common Stock are issuable pursuant to a grant of restricted stock units pursuant to the Issuer's Third Amended & Restated 2007 Equity Incentive Plan, as amended (the "Plan") that will vest in twelve equal monthly installments over one year beginning on the first day of the first full month following the Issuer's annual meeting of stockholders, however, delivery of the shares is deferred until the earlier of (a) one year from the date of grant and (b) the date of the director's separation from service to the Issuer.
- F2Not applicable.
- F3Reflects 2,500 shares held by the Christine E. Perez 2004 Revocable Trust, dated February 25, 2004, as amended (the "Perez Trust") and 1,900 shares held by the Robert J. Perez 2004 Revocable Trust, dated February 25, 2004, as amended (the "Robert Perez Trust"). The Reporting Person's spouse is the trustee of the Perez Trust and the Reporting Person is the trustee of the Robert Perez Trust. The Reporting Person disclaims beneficial ownership of the securities held by the Perez Trust, except to the extent of his pecuniary interest therein. These 4,400 shares are held in trust for the benefit of the Reporting Person, his spouse and their descendants.
- F4Grant of stock option pursuant to the Plan. This option will vest and become exercisable in twelve equal monthly installments over one year beginning on the first day of the first full month following the Issuer's annual meeting of stockholders.