SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Farmer Joseph L (Last) (First) (Middle) C/O AMAG PHARMACEUTICALS, INC. 100 HAYDEN AVENUE (Street) LEXINGTON MA 02421 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/15/2011	3. Issuer Name and Ticker or Trading Symbol AMAG PHARMACEUTICALS INC. [ AMAG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, General Counsel	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(1)	07/26/2016	Common Stock	6,250	$33.19	D
Stock Options	(2)	09/25/2017	Common Stock	17,000	$54.97	D
Stock Options	(3)	02/26/2018	Common Stock	20,000	$47.08	D
Restricted Stock Units	(4)	08/05/2012	Common Stock	10,000	(5)	D
Stock Options	(6)	02/25/2019	Common Stock	20,000	$34.26	D
Restricted Stock Units	(7)	02/24/2014	Common Stock	3,333	(5)	D
Stock Options	(8)	02/24/2020	Common Stock	10,000	$38.29	D
Restricted Stock Unit	(9)	01/07/2014	Common Stock	16,000	(5)	D
Restricted Stock Unit	(10)	01/07/2015	Common Stock	4,000	(5)	D

Explanation of Responses:

1. Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Amended and Restated 2000 Stock Plan. This grant vested in four equal installments on July 26, 2007, July 26, 2008, July 26, 2009 and July 26, 2010.

2. Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Amended and Restated 2000 Stock Plan. This grant vests in four equal installments. Installments one, two and three vested on September 25, 2008, September 25, 2009 and September 25, 2010, respectively. The fourth installment will vest on September 25, 2011.

3. Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments. Installments one and two vested on February 26, 2009 and February 26, 2010. The third and fourth installments will vest on February 26, 2011 and February 26, 2012, respectively.

4. Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests as follows: 50% on August 5, 2010, 25% on August 5, 2011 and the remaining 25% on August 5, 2012.

5. Each restricted stock unit represents a contingent right to receive one share of common stock.

6. 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 installments. Installment one vested on February 25, 2010. The remaining three installments vest on February 25, 2011, February 25, 2012 and February 25, 2013.

7. 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 installments on February 24, 2011, February 24, 2012, February 24, 2013 and February 24, 2014.

8. Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments on February 24, 2011, February 24, 2012, February 24, 2013 and February 24, 2014.

9. 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 8,000 restricted stock units will vest on January 7, 2012. The remaining two installments of 4,000 restricted stock units each will vest on January 7, 2013 and January 7, 2014, respectively.

10. Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. The grant will vest in its entirety in a single installment on the earlier to occur of: January 7, 2015, or immediately prior to a change of control of the Company, provided that in either case the closing price of the Company's stock is at least $30 per share. $30.00 per share.

	Joseph L. Farmer	02/18/2011
	** Signature of Reporting Person	Date
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