SEC Form 4 · accession 0001127602-17-009826
BIOGEN INC. · BIIB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alfred Sandrock
Officer — EVP CMO Neuro & Neurodegenerat
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 5:22 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 StockF1 | Feb 28, 2017 | M | 1,375 | $0.00 | A | 9,585 | D | |
| Common StockF1 | Feb 28, 2017 | F | 647 | $287.63 | D | 8,938 | D | |
| Common StockF2 | Feb 28, 2017 | M | 398 | $0.00 | A | 9,336 | D | |
| Common StockF2 | Feb 28, 2017 | F | 188 | $284.75 | D | 9,148 | D | |
| Common StockF3 | Feb 28, 2017 | F | 727 | $274.76 | D | 8,421 | D | |
| Common StockF4 | Feb 28, 2017 | M | 1,569 | $0.00 | A | 9,990 | D | |
| Common StockF4 | Feb 28, 2017 | F | 739 | $274.76 | D | 9,251 | D | |
| Common StockF4 | Feb 28, 2017 | M | 628 | $0.00 | A | 9,879 | D | |
| Common StockF4 | Feb 28, 2017 | F | 296 | $274.60 | D | 9,583 | D | |
| Common StockF4 | Feb 28, 2017 | M | 815 | $0.00 | A | 10,398 | D | |
| Common StockF4 | Feb 28, 2017 | F | 384 | $274.76 | D | 10,014 | 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 UnitF5,F6 | $0.00 | Feb 28, 2017 | J | 1,841 | D | — | Feb 12, 2019 | Common Stock | 1,841 | 8,397 | D |
| Restricted Stock UnitF5,F7 | $0.00 | Feb 28, 2017 | J | 738 | D | — | Feb 12, 2017 | Common Stock | 738 | 628 | D |
| Restricted Stock UnitF5,F8 | $0.00 | Feb 28, 2017 | J | 1,103 | D | — | Feb 22, 2019 | Common Stock | 1,103 | 6,335 | D |
| Restricted Stock UnitF5,F7 | $0.00 | Feb 28, 2017 | J | 662 | D | — | Feb 23, 2018 | Common Stock | 662 | 1,460 | D |
| Restricted Stock UnitF1,F9,F8 | $0.00 | Feb 28, 2017 | M | 1,375 | D | — | Feb 22, 2019 | Common Stock | 1,375 | 4,960 | D |
| Restricted Stock UnitF2,F10,F7 | $0.00 | Feb 28, 2017 | M | 398 | D | — | Feb 23, 2018 | Common Stock | 398 | 1,062 | D |
| Restricted Stock UnitF4,F11,F6 | $0.00 | Feb 28, 2017 | M | 1,569 | D | — | Feb 12, 2019 | Common Stock | 1,569 | 6,828 | D |
| Restricted Stock UnitF4,F12,F7 | $0.00 | Feb 28, 2017 | M | 628 | D | — | Feb 12, 2017 | Common Stock | 628 | 0 | D |
| Restricted Stock UnitF4,F13,F14 | $0.00 | Feb 28, 2017 | M | 815 | D | — | Feb 12, 2017 | Common Stock | 815 | 0 | D |
Explanation of responses
- F1This award vested on 2/22/2017 and the actual number of shares that vested was determined in accordance with the terms of such award. Due to adjustments to the award to account for the Bioverativ Inc. spin-off, the number of vested shares was not determinable until 2/28/2017. Such adjusted number of vested shares was distributed to the reporting person on 2/28/2017.
- F10This award was previously reported as covering 2,074 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.
- F11This award was previously reported as covering 10,006 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.
- F12This award was previously reported as covering 1,336 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.
- F13This award was previously reported as covering 797 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.
- F14The 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]).
- F2This award vested on 2/23/2017 and the actual number of shares that vested was determined in accordance with the terms of such award. Due to adjustments to the award to account for the Bioverativ Inc. spin-off, the number of vested shares was not determinable until 2/28/2017. Such adjusted number of vested shares was distributed to the reporting person on 2/28/2017.
- F3On 2/12/14 an RSU was awarded for 7,740 shares vesting over 4 years. The remaining 5,805 shares were adjusted to 5,940 shares pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.
- F4This award vested on 2/12/2017 and the actual number of shares that vested was determined in accordance with the terms of such award. Due to adjustments to the award to account for the Bioverativ Inc. spin-off, the number of vested shares was not determinable until 2/28/2017. Such adjusted number of vested shares was distributed to the reporting person on 2/28/2017.
- F5This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.
- F6The 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-fourth of these RSUs are eligible to vest each year for four years, beginning two years from the date of grant. 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]).
- F7The 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 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]).
- F8The 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 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]).
- F9This award was previously reported as covering 7,270 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.