0001242616-12-000014.txt : 20120531 0001242616-12-000014.hdr.sgml : 20120531 20120531160736 ACCESSION NUMBER: 0001242616-12-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120529 FILED AS OF DATE: 20120531 DATE AS OF CHANGE: 20120531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALLEN LEE F MD PhD CENTRAL INDEX KEY: 0001408474 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10865 FILM NUMBER: 12880612 MAIL ADDRESS: STREET 1: C/O AMAG PHARMACEUTICALS, INC. STREET 2: 125 CAMBRIDGEPARK DRIVE, 6TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02140 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 6174983300 MAIL ADDRESS: STREET 1: 100 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 4 1 primary_doc.xml PRIMARY DOCUMENT X0305 4 2012-05-29 0 0000792977 AMAG PHARMACEUTICALS INC. AMAG 0001408474 ALLEN LEE F MD PhD C/O AMAG PHARMACEUTICALS, INC. 100 HAYDEN AVENUE LEXINGTON MA 02421 0 1 0 0 EVP, Chief Medical Officer Common Stock 2012-05-29 4 C 0 1354 A 3583 D Common Stock 2012-05-29 4 S 0 1354 D 2229 D Common Stock 2012-05-30 4 C 0 12500 A 14729 D Common Stock 2012-05-30 4 S 0 12500 D 2229 D Restricted Stock Units 2012-05-29 4 C 0 1354 A Common Stock 1354 1354 D Restricted Stock Unit 2012-05-30 4 C 0 12500 A Common Stock 12500 12500 D The shares were acquired by the reporting person as a result of the partial vesting of a restricted stock unit grant described below. Not applicable. The restricted stock units were scheduled to lapse on February 24, 2012. However, due to Company's black out policies and certain tax laws, the shares were not delivered to the reporting person until May 29, 2012. The shares sold on this date were sold in multiple transactions. The actual sales prices range from $14.111-$14.1201. Upon request by the Securities and Exchange Commission, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each price. The restricted stock units were scheduled to lapse on January 7, 2012. However, due to Company's black out policies and certain tax laws, the shares were not delivered to the reporting person unitl May 30, 2012. The shares sold on this date were sold in multiple transactions. The actual sales prices range from $13.57-$13.79. Upon request by the Securities and Exchange Commission, the issuer, or any security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each price. Each restricted stock unit represents a contingent right to receive one share of common stock. Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal, annual installments commencing February 24, 2011. The second installment of 1,354 restricted stock units was scheduled to vest on February 24, 2012 but delivery of the shares was deferred as described herein. Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in three installments. The first installment of 12,500 restricted stock units was scheduled to vest on January 7, 2012 but delivery of the shares was deferred as described herein. The remaining two installments of 6,250 restricted stock units each will vest on January 7, 2013 and January 7, 2014, respectively. Nancy R. Smith, attorney-in-fact 2012-05-31 EX-24 2 powerofattorney.txt POWER OF ATTORNEY POWER OF ATTORNEY For Executing Forms 3, 4 and 5 Know all by these present,that the undersigned hereby constitutes and appoints each of Frank Thomas and Nancy Smith, signing singly, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned,in the undersigneds capacity as an officer and/or director of AMAG Pharmaceuticals, Inc., or the Company, Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended 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 the execution of any such Forms 3, 4 and 5 and the timely filing of such forms with the United States Securities and Exchange Commission and any other 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 his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and 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 that such attorney-in-fact, or his substitute or substitutes, 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 the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney replaces in their entirety any and all prior powers of attorney executed by the undersigned with respect to the subject matters set forth herein, including any powers of attorney previously filed with the Securities and Exchange Commission. 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 undersigneds holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 23rd day of May 2012. Signed: /s/ Lee F. Allen Please Print: Lee F. Allen