SEC Form 4 · accession 0001127602-17-016142
BIOGEN INC. · BIIB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander J Denner
Director
Period of report
Apr 27, 2017
Accepted (ET)
May 1, 2017 · 5:47 pm EDT
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,F2,F3 | Apr 27, 2017 | P | 15,000 | $278.58 | A | 325,000 | I | See Footnotes |
| Common StockF1,F3,F4 | Apr 27, 2017 | P | 58,858 | $278.48 | A | 383,858 | I | See Footnotes |
| Common StockF5 | holding | — | — | — | 8,974 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On April 27, 2017, Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), purchased an aggregate of 73,858 shares of common stock of Biogen Inc.
- F2Includes (i) 205,142 shares beneficially owned by Sarissa Domestic and (ii) 119,858 shares beneficially owned by Sarissa Capital Offshore Master Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore" and together with Sarissa Domestic, the "Sarissa Funds"). Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to the Sarissa Funds.
- F3Alexander Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares that the Sarissa Funds directly beneficially own. Dr. Denner disclaims beneficial ownerhip of these shares except to the extent of his pecuniary interest therein.
- F4Includes (i) 264,000 shares beneficially owned by Sarissa Domestic and (ii) 119,858 shares beneficially owned by Sarissa Offshore.
- F5On 6/8/16 an RSU was awarded for 1,060 shares. This award was adjusted to 1,084 shares pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.