SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Arbuckle Stuart A

(Last)

(First)

(Middle)

C/O VERTEX PHARMACEUTICALS INCORPORATED

50 NORTHERN AVE

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNOGEN INC [ IMGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Share Unit	$0⁽¹⁾	06/20/2018		A		4,000		09/01/2018⁽²⁾⁽³⁾	⁽²⁾	Common Stock⁽²⁾	4,000	$0⁽¹⁾	10,500	D
Stock option (right to buy)	$11.21	06/20/2018		A		18,000		09/01/2018⁽⁴⁾	06/20/2028	Common Stock	18,000	$11.21	18,000	D
Deferred Share Unit	$0⁽¹⁾	06/20/2018		A		1,500		10/01/2018⁽²⁾⁽⁵⁾	⁽²⁾	Common Stock⁽²⁾	1,500	$0⁽¹⁾	12,000	D
Stock option (right to buy)	$11.21	06/20/2018		A		15,800		09/01/2018⁽⁶⁾	06/20/2028	Common Stock	15,800	$11.21	15,800	D

Explanation of Responses:

1. The deferred share units were issued pursuant to the Issuer's Compensation Policy for Non-Employee Directors and are convertible into Common Stock on a one-to-one basis.

2. The vested deferred share units are to be settled 100% in shares of Common Stock of the Company upon the reporting person's retirement from the Board of Directors.

3. The deferred share units vest quarterly on 9/1/18, 12/1/18, 3/1/19, and 6/1/19, contingent upon the individual remaining a director as of each vesting date.

4. Exercisable as to 4,500 shares on on 9/1/18, 12/1/18, 3/1/19, and 6/1/19, contingent upon the individual remaining a director as of each vesting date.

5. The deferred share units vest as follows: 375 units on 10/1/18, and 125 units on each of Jan 1, April 1, July 1, and October 1, thereafter, beginning on January 1, 2019 and ending on January 1, 2021, contingent upon the individual remaining a director as of each vesting date.

6. Exercisable as follows: 3,951 shares on 9/1/18, 1,317 shares each on 12/1/18, 3/1/19, 6/1/19, 9/1/19, 12/1/19 and 1,316 shares each on 3/1/2020, 6/1/2020,/1/2020 and 12/1/2020, contingent upon the individual remaining a director as of each vesting date.

	/s/ Craig Barrows, attorney in fact	06/22/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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