0001179110-20-010439.txt : 20201013 0001179110-20-010439.hdr.sgml : 20201013 20201013191430 ACCESSION NUMBER: 0001179110-20-010439 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201012 FILED AS OF DATE: 20201013 DATE AS OF CHANGE: 20201013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kearney Terrence C CENTRAL INDEX KEY: 0001289098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36065 FILM NUMBER: 201237766 MAIL ADDRESS: STREET 1: IN CARE OF HOSPIRA, INC. STREET 2: 275 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELERON PHARMA INC CENTRAL INDEX KEY: 0001280600 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 128 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-649-9200 MAIL ADDRESS: STREET 1: 128 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 edgar.xml FORM 4 - X0306 4 2020-10-12 0 0001280600 ACCELERON PHARMA INC XLRN 0001289098 Kearney Terrence C 128 SIDNEY STREET CAMBRIDGE MA 02139 1 0 0 0 Common Stock 2020-10-12 4 M 0 20000 28.37 A 25127 D Common Stock 2020-10-12 4 M 0 10000 27.97 A 35127 D Common Stock 2020-10-12 4 M 0 7500 30.17 A 42627 D Common Stock 2020-10-12 4 S 0 2200 117.82 D 40427 D Common Stock 2020-10-12 4 S 0 18177 119.11 D 22250 D Common Stock 2020-10-12 4 S 0 16210 119.78 D 6040 D Common Stock 2020-10-12 4 S 0 913 120.57 D 5127 D Option to Purchase Common Stock 28.37 2020-10-12 4 M 0 20000 0 D 2024-07-14 Common Stock 20000 0 D Option to Purchase Common Stock 27.97 2020-10-12 4 M 0 10000 0 D 2026-03-03 Common Stock 10000 0 D Option to Purchase Common Stock 30.17 2020-10-12 4 M 0 7500 0 D 2027-03-02 Common Stock 7500 0 D The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.29 to $118.08 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.50 to $119.49 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.50 to $120.48 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.50 to $120.70 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4. The shares of common stock underlying this stock option award vested in equal quarterly installments over the first three years after the grant date. The shares of common stock underlying this stock option award vested in full on the one year anniversary of the grant date. Exhibit List: Exhibit 24 - Power of Attorney /s/ Adam M. Veness, as attorney-in-fact for Terrence C. Kearney 2020-10-13 EX-24 2 kearneypoa.txt Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Kevin F. McLaughlin and Adam M. Veness, Esq., signing singly, as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Acceleron Pharma Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 24, 2020. By: /s/ Terrence C. Kearney ------------------------------------------------------ Print Name: Terrence C. Kearney ------------------------------------------------------