8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 20, 2016

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-10865	04-2742593
(Commission File Number)	(IRS Employer Identification No.)

1100 Winter St.
Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

(617) 498-3300

(Registrant’s telephone number, including area code)

(Former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2016, the Board of Directors (the “Board”) of AMAG Pharmaceuticals, Inc. (the “Company”) voted to increase the size of the Board to nine members and elected Brian P. Kelley to its Board, effective immediately, to serve as an independent director.

At the time of this disclosure, Mr. Kelley was not named to any committees of the Board and no committee assignments are contemplated at this time. There are no family relationships between Mr. Kelley and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as a non-employee director, Mr. Kelley was granted a non-qualified option to purchase 6,000 shares of the Company’s common stock under the terms and conditions of the Company’s Third Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”), at an exercise price equal to the per share fair market value of the Company’s common stock on the date of grant. The foregoing stock option has a ten-year term and will vest in equal monthly installments over a two-year period, for so long as Mr. Kelley continues to serve as a director of the Company.

In addition, Mr. Kelley was granted a non-qualified option under the Company’s 2007 Plan to purchase 2,739 shares of the Company’s common stock at an exercise price equal to the per share fair market value of the Company’s common stock on the date of grant. The foregoing stock option has a ten-year term and will vest in five equal monthly installments beginning on January 1, 2017 and continuing through May 1, 2017. Further, Mr. Kelley was granted restricted stock units under the Company’s 2007 Plan covering 1,026 shares of the Company’s common stock, which will vest in five equal monthly installments beginning on January 1, 2017 and continuing through May 1, 2017, provided that delivery of any vested shares of common stock underlying the foregoing restricted stock units shall be deferred until the earlier of (i) the first anniversary of the date of grant and (ii) as soon as practicable (but not later than 90 days) following the date of termination of service, provided that such termination constitutes a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1(h). The grants made to Mr. Kelley described in this paragraph reflect the pro-rated portion of the annual grants that would have otherwise been made under the terms of the Company’s Non-Employee Director Compensation Policy, which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

Mr. Kelley will be entitled to all other applicable compensation described in the Company’s Non-Employee Director Compensation Policy as described starting on page 26 of the Proxy Statement for the Company’s 2016 annual meeting of stockholders. The Company has entered into an indemnification agreement with Mr. Kelley in substantially the same form entered into with the other members of the Company’s Board.

The Company is filing this Form 8-K pursuant to Item 5.02(d). A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The Company hereby furnishes the following exhibit:

99.1 Press release dated December 21, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMAG PHARMACEUTICALS, INC.
By:	/s/ Joseph D. Vittiglio
	Joseph D. Vittiglio General Counsel and Senior Vice President of Legal Affairs
Date: December 22, 2016

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated December 21, 2016.

EX-99.1

Exhibit 99.1

AMAG Pharmaceuticals Announces Appointment of Brian Kelley to Board of Directors

WALTHAM, Mass., December 21, 2016 – AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG) today announced that Brian Kelley, former president and chief executive officer of Keurig Green Mountain, Inc. has been elected to AMAG’s board of directors, effective December 20, 2016.

Mr. Kelley brings to the AMAG board extensive experience in the consumer products industry, along with a strong combination of operational expertise in product development and building high-profile brands. At Keurig, he led the company through a period of significant growth, successfully rebuilding the company’s core business and completing the company’s sale in 2015.

“Brian will add significant value as an AMAG board member, drawing on his more than 30 years of executive leadership experience with premier consumer product companies,” said Gino Santini, chairman of AMAG’s board of directors. “His appointment reflects our commitment to ensuring that we have a broad mix of skills and perspectives on AMAG’s board. We look forward to benefiting from his expertise as we continue to grow the company and seek additional products to expand the portfolio and leverage the consumer capabilities acquired through our acquisition of Cord Blood Registry last year.”

Prior to his role at Keurig, Mr. Kelley served as president of Coca-Cola Refreshments, the company’s North American operating business unit. He also served as the president and chief executive officer of SIRVA, Inc., a Clayton, Dubilier & Rice portfolio company.Under his leadership, SIRVA went public in 2003.

“I am excited to be joining AMAG’s board at a time of significant organic growth and expansion through business development,” said Mr. Kelley. “AMAG has an interesting mix of products in both the women’s health and hematology/oncology space, as well as unique consumer engagement and digital marketing capabilities. I am looking forward to working with management and the board to build upon these platforms to maximize their product growth opportunities.”

Mr. Kelley began his career at Procter & Gamble holding various sales and brand management positions, followed by roles of increasing responsibility at Ford Motor Company and General Electric Company. He received a bachelor’s degree in economics from the College of the Holy Cross.

About AMAG

AMAG is a biopharmaceutical company focused on developing and delivering important therapeutics, conducting clinical research in areas of unmet need and creating education and support programs for the patients and families we serve. Our products support the health of patients in the areas of maternal health, anemia management and cancer supportive care. Through CBR®, we also help families to preserve newborn stem cells, which are used today in transplant medicine for certain cancers and blood, immune and metabolic disorders, and have the potential to play a valuable role in the ongoing

development of regenerative medicine. For additional company information, please visit www.amagpharma.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including, among others, statements regarding AMAG’s intention to grow the company and seek additional products to expand its’ portfolio and leverage its’ consumer capabilities, Mr. Kelley’s expected contributions to AMAG’s board, AMAG’s ability to execute its growth strategy and build upon its existing platforms and maximize product growth opportunities, and beliefs that newborn stem cells have the potential to play a valuable role in the development of regenerative medicine are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Such risks and uncertainties include, among others, those risks identified in AMAG’s filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2015, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and subsequent filings with the SEC. Any such risks and uncertainties could materially and adversely affect AMAG’s results of operations, its profitability and its cash flows, which would, in turn, have a significant and adverse impact on AMAG’s stock price. AMAG cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.

AMAG disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

AMAG Pharmaceuticals® is a registered trademark of AMAG Pharmaceuticals, Inc. Cord Blood Registry® and CBR® are registered trademarks of CBR Systems, Inc.

AMAG Pharmaceuticals, Inc. Contact:

Maryann Cimino

Manager, Corporate Communications & External Affairs

617-498-3375