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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (7) | 05/29/2012 | C | 1,354 | (8) | (2) | Common Stock | 1,354 | (2) | 1,354 | D | ||||
Restricted Stock Unit | (7) | 05/30/2012 | C | 12,500 | (9) | (2) | Common Stock | 12,500 | (2) | 12,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALLEN LEE F MD PhD C/O AMAG PHARMACEUTICALS, INC. 100 HAYDEN AVENUE LEXINGTON, MA 02421 |
EVP, Chief Medical Officer |
Nancy R. Smith, attorney-in-fact | 05/31/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The shares were acquired by the reporting person as a result of the partial vesting of a restricted stock unit grant described below. |
(2) | Not applicable. |
(3) | The restricted stock units were scheduled to lapse on February 24, 2012. However, due to Company's black out policies and certain tax laws, the shares were not delivered to the reporting person until May 29, 2012. |
(4) | The shares sold on this date were sold in multiple transactions. The actual sales prices range from $14.111-$14.1201. Upon request by the Securities and Exchange Commission, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each price. |
(5) | The restricted stock units were scheduled to lapse on January 7, 2012. However, due to Company's black out policies and certain tax laws, the shares were not delivered to the reporting person unitl May 30, 2012. |
(6) | The shares sold on this date were sold in multiple transactions. The actual sales prices range from $13.57-$13.79. Upon request by the Securities and Exchange Commission, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each price. |
(7) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
(8) | Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal, annual installments commencing February 24, 2011. The second installment of 1,354 restricted stock units was scheduled to vest on February 24, 2012 but delivery of the shares was deferred as described herein. |
(9) | Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in three installments. The first installment of 12,500 restricted stock units was scheduled to vest on January 7, 2012 but delivery of the shares was deferred as described herein. The remaining two installments of 6,250 restricted stock units each will vest on January 7, 2013 and January 7, 2014, respectively. |