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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 Unit | (1) | 11/30/2011 | A | 20,000 | (2) | (3) | Common stock | 20,000 | (4) | 20,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
THOMAS FRANK E 100 HAYDEN AVENUE LEXINGTON, MA 02421 |
CFO, COO, Interim CEO |
Joseph L. Farmer, attorney-in-fact | 11/30/2011 | |
**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. |
(2) | Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. The grant will vest in three installments. The first installment of 10,000 restricted stock units will vest on November 30, 2012. The remaining two installments of 5,000 restricted stock units will vest on November 30, 2013 and November 30, 2014, respectively. In the event Mr. Thomas's employment with the Company is terminated by the Company (other than in connection with a change of control) or without Cause or by Mr. Thomas for Good Reason each as defined in the current employment agreement between the Company and Mr. Thomas), then the number of restricted stock units scheduled to vest on the next scheduled vesting date following such termination of employment shall accelerate immediately upon such termination and any remaining invested restricted stock units shall be forfeited. |
(3) | Not applicable. |
(4) | Price is not applicable. |