SEC Form 4 · accession 0001127602-17-009829
BIOGEN INC. · BIIB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul J Clancy
Officer — Executive VP and CFO
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 5:24 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 | 663 | $0.00 | A | 27,533 | D | |
| Common StockF1 | Feb 28, 2017 | F | 312 | $284.75 | D | 27,221 | D | |
| Common StockF2 | Feb 28, 2017 | M | 2,092 | $0.00 | A | 29,313 | D | |
| Common StockF2 | Feb 28, 2017 | F | 847 | $287.63 | D | 28,466 | D | |
| Common StockF3 | Feb 28, 2017 | M | 1,152 | $0.00 | A | 29,618 | D | |
| Common StockF3 | Feb 28, 2017 | F | 543 | $274.76 | D | 29,075 | D | |
| Common StockF3 | Feb 28, 2017 | M | 2,873 | $0.00 | A | 31,948 | D | |
| Common StockF3 | Feb 28, 2017 | F | 1,352 | $274.76 | D | 30,596 | 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 UnitF4,F5 | $0.00 | Feb 28, 2017 | J | 1,352 | D | — | Feb 12, 2017 | Common Stock | 1,352 | 1,152 | D |
| Restricted Stock UnitF4,F6 | $0.00 | Feb 28, 2017 | J | 1,678 | D | — | Feb 22, 2019 | Common Stock | 1,678 | 9,638 | D |
| Restricted Stock UnitF4,F5 | $0.00 | Feb 28, 2017 | J | 1,105 | D | — | Feb 23, 2018 | Common Stock | 1,105 | 2,437 | D |
| Restricted Stock UnitF1,F7,F5 | $0.00 | Feb 28, 2017 | M | 663 | D | — | Feb 23, 2018 | Common Stock | 663 | 1,774 | D |
| Restricted Stock UnitF2,F8,F6 | $0.00 | Feb 28, 2017 | M | 2,092 | D | — | Feb 22, 2019 | Common Stock | 2,092 | 7,546 | D |
| Restricted Stock UnitF3,F9,F5 | $0.00 | Feb 28, 2017 | M | 1,152 | D | — | Feb 12, 2017 | Common Stock | 1,152 | 0 | D |
| Restricted Stock UnitF3,F10,F11 | $0.00 | Feb 28, 2017 | M | 2,873 | D | — | Feb 12, 2017 | Common Stock | 2,873 | 0 | D |
Explanation of responses
- F1This 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.
- F10This award was previously reported as covering 2,808 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.
- F11The 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 2/22/2017 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.
- F3This 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.
- F4This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.
- F5The 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]).
- 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-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]).
- F7This award was previously reported as covering 3,462 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.
- F8This award was previously reported as covering 11,060 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.
- F9This award was previously reported as covering 2,448 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.