SEC Form 4 · accession 0001127602-15-006518
BIOGEN INC. · BIIB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven H Holtzman
Officer — EVP Corporate Development
Period of report
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 8:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000875045
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 12, 2015 | M | 2,142 | $0.00 | A | 6,669 | D | |
| Common Stock | Feb 12, 2015 | F | 1,009 | $392.11 | D | 5,660 | D | |
| Common Stock | Feb 12, 2015 | M | 1,492 | $0.00 | A | 7,152 | D | |
| Common Stock | Feb 12, 2015 | F | 703 | $392.11 | D | 6,449 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1 | $0.00 | Feb 12, 2015 | M | 2,142 | D | — | Feb 12, 2017 | Common Stock | 2,142 | 4,289 | D |
| Restricted Stock UnitF2 | $0.00 | Feb 12, 2015 | M | 1,492 | D | — | Feb 12, 2017 | Common Stock | 1,492 | 5,848 | D |
| Restricted Stock UnitF3,F2 | $0.00 | Feb 12, 2015 | J | 954 | D | — | Feb 12, 2017 | Common Stock | 954 | 4,894 | D |
Explanation of responses
- F1The number of RSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 150% of the number of shares at target payout. One-fourth of these RSUs are eligible to vest on each of the first four anniversaries of the grant date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen Idec common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times [the average 60 calendar-day closing stock price ending on the vesting date divided by the average 60 calendar-day closing stock price on the grant date]).
- F2The number of RSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 200% of the number of shares at target payout. One-third of these RSUs are eligible to vest on each of the first three anniversaries of the grant date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen Idec common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times [the 30-day average closing stock price ending on the vesting date divided by the 30-day average closing stock price on the grant date]).
- F3This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.