UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AMGEN INC ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799 |
 |  X |  |  |
Armstrong Acquisition Corp. C/O AMGEN INC. ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799 |
 |  X |  |  |
/s/ David J. Scott, Senior Vice President, General Counsel and Secretary on behalf of Amgen Inc. and Armstrong Acquisition Corp. | 03/06/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | In accordance with the Agreement and Plan of Merger, dated January 25, 2012, by and among Amgen Inc., a Delaware corporation ("Amgen"), Armstrong Acquisition Corp., a Delaware corporation ("Purchaser") and wholly-owned subsidiary of Amgen, and Micromet, Inc., a Delaware corporation ("Micromet"), Purchaser commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.00004 per share (together with the associated preferred share purchase rights, the "Shares"), of Micromet at a purchase price of $11.00 per Share in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 2, 2012, and the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO-T filed by Purchaser and Amgen with the Securities and Exchange Commission on February 2, 2012. |
(2) | The Offer expired at 12:00 midnight, New York City time, at the end of Thursday, March 1, 2012 (the "Expiration Date"). Based on the information provided to Amgen by the depositary of the Offer, as of the Expiration Date, a total of approximately 80,025,097 Shares (excluding 3,150,586 Shares subject to guaranteed delivery procedures as described in the Offer to Purchase) were validly tendered and not validly withdrawn, representing approximately 83.95% of the Shares then outstanding. On Friday, March 2, 2012, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn. |