SEC Form 4 · accession 0001179110-18-003692
AMAG PHARMACEUTICALS INC. · AMAG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward H Myles
Officer — Chief Financial Officer
Period of report
Mar 2, 2018
Accepted (ET)
Mar 6, 2018 · 7:20 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,F4 | Mar 2, 2018 | A | 10,000 | — | A | 44,148 | D | |
| Common StockF1,F5,F3 | Mar 2, 2018 | A | 10,000 | — | A | 54,148 | D | |
| Common StockF6 | Mar 2, 2018 | F | 854 | $21.00 | D | 53,294 | 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,F7 | $21.00 | Mar 2, 2018 | A | 24,000 | A | — | Mar 2, 2028 | Common Stock | 24,000 | 24,000 | 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 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 2, 2019.
- F3Not applicable.
- F4Reporting Person's total beneficial ownership reflects the purchase of 1,325 shares through an Employee Stock Purchase Plan on November 30, 2017.
- F5These 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 March 1, 2021 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.
- F6Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 2,499 RSUs on February 23, 2018. Due to the black-out policies implemented by the Issuer, the shares of the Issuer's Common Stock underlying such vested RSUs were not delivered to the reporting person until March 2, 2018, at which time an aggregate of 854 shares were withheld to satisfy the reporting person's applicable tax obligations.
- 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.