SEC Form 4 · accession 0001127602-18-001115
BIOGEN INC. · BIIB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey D Capello
Officer — EVP & Chief Financial Officer
Period of report
Jan 2, 2018
Accepted (ET)
Jan 4, 2018 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000875045
Table I — non-derivative securities
No Table I lines on this filing.
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 | Jan 2, 2018 | A | 8,980 | A | — | Jan 2, 2021 | Common Stock | 8,980 | 8,980 | D |
| Performance Stock UnitF2,F3 | $0.00 | Jan 2, 2018 | A | 5,390 | A | — | — | Common Stock | 5,390 | 5,390 | D |
Explanation of responses
- F1The 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 following and including the grant date]).
- F2The number of performance stock units ("PSUs") reported represents the maximum possible number of shares that are eligible for vesting, which is 200% of the number of shares at target payout. The actual number of PSUs that will vest will be determined based upon achievement of three-year performance goals adopted by the Compensation and Management Development Committee of the Board of Directors (the "Committee") in the first quarter of 2018.
- F3All eligible PSUs will vest on the later of January 2, 2021 or the date of the Committee's determination of the degree to which the annual performance goals have been satisfied.