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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 | ||||||||
Stock Option (Right to Buy) | $ 16.55 | 02/28/2013 | A | 30,000 | (5) | 02/28/2023 | Common Stock | 30,000 | (3) | 30,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
White Christopher G 100 HAYDEN AVENUE LEXINGTON, MA 02421 |
Chief Business Officer |
Nancy R. Smith, attorney-in-fact | 03/04/2013 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of Common Stock of AMAG Pharmaceuticals, Inc. (the "Issuer"). |
(2) | These shares of Common Stock are issuable pursuant to a grant of restricted stock units (an "RSU Grant") pursuant to the Issuer's Second Amended and Restated 2007 Equity Incentive Plan (the "Plan") that vests over the next four years after the grant date as follows: (i) 25% on the first anniversary of the grant date and (ii) in equal annual installments over the next three years thereafter. |
(3) | Not applicable. |
(4) | These shares of Common Stock are issuable pursuant to a market-based RSU Grant under the Plan and will vest, if at all, based on achievement of certain target performance of the Issuer's stock price at the end of the three-year period ending December 31, 2015. The number represents the maximum number of shares that may be delivered pursuant to the award. |
(5) | Grant of stock option pursuant to the Plan. This option will vest and become exercisable over four years after the grant date as follows: (i) 25% vesting on the first anniversary of the grant date and (ii) the balance vesting in equal quarterly installments over the next three years thereafter. |