SEC Form 4 · accession 0001127602-19-008415
BIOGEN INC. · BIIB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Susan H Alexander
Officer — EVP Chief Legal Officer & Sec.
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 5:09 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 22, 2019 | M | 1,663 | $0.00 | A | 29,690 | D | |
| Common StockF2 | Feb 22, 2019 | M | 6,395 | $48.52 | A | 36,085 | D | |
| Common Stock | Feb 22, 2019 | F | 3,370 | $325.33 | D | 32,715 | D | |
| Common Stock | Feb 22, 2019 | F | 739 | $325.33 | D | 31,976 | 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 UnitF3 | $0.00 | Feb 22, 2019 | M | 1,663 | D | — | Feb 22, 2019 | Common Stock | 1,663 | 819 | D |
| Restricted Stock UnitF4,F3 | $0.00 | Feb 22, 2019 | J | 819 | D | — | Feb 22, 2019 | Common Stock | 819 | 0 | D |
| Stock Option (Right to Buy)F2,F5 | $49.65 | Feb 22, 2019 | M | 6,395 | D | — | Feb 24, 2019 | Common Stock | 6,395 | 0 | D |
Explanation of responses
- F1The stock option was automatically exercised on a net share settlement basis immediately before its expiration, in accordance with its terms. The Company delivered to the reporting person the number of shares underlying the stock option less the number of shares having a Fair Market Value on the date of such exercise equal to (i) the aggregate exercise price for the stock option and (ii) the amount necessary to satisfy any federal, state and local withholding taxes related to such exercise.
- F2This option was previously reported as covering 6,250 shares at an exercise price of $49.65 per share, 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.
- F3The 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]).
- F4This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.
- F5The stock options become exercisable in four (4) equal annual installments commencing one year after the grant date of 02/24/09.