0001127602-17-009803.txt : 20170302 0001127602-17-009803.hdr.sgml : 20170302 20170302171203 ACCESSION NUMBER: 0001127602-17-009803 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170228 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIOGEN INC. CENTRAL INDEX KEY: 0000875045 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330112644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 225 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 7814642000 MAIL ADDRESS: STREET 1: 225 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN IDEC INC. DATE OF NAME CHANGE: 20070427 FORMER COMPANY: FORMER CONFORMED NAME: BIOGEN IDEC INC DATE OF NAME CHANGE: 20031112 FORMER COMPANY: FORMER CONFORMED NAME: IDEC PHARMACEUTICALS CORP / DE DATE OF NAME CHANGE: 19970530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DiPietro Kenneth CENTRAL INDEX KEY: 0001540188 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19311 FILM NUMBER: 17660020 MAIL ADDRESS: STREET 1: C/O BIOGEN IDEC INC. STREET 2: 133 BOSTON POST ROAD CITY: WESTON STATE: MA ZIP: 02493 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2017-02-28 0000875045 BIOGEN INC. BIIB 0001540188 DiPietro Kenneth BIOGEN INC. 225 BINNEY STREET CAMBRIDGE MA 02142 1 EVP Human Resources Common Stock 2017-02-28 4 M 0 728 0 A 4665 D Common Stock 2017-02-28 4 F 0 335 284.75 D 4330 D Common Stock 2017-02-28 4 M 0 1494 0 A 5824 D Common Stock 2017-02-28 4 F 0 485 287.63 D 5339 D Common Stock 2017-02-28 4 M 0 1174 0 A 6513 D Common Stock 2017-02-28 4 F 0 553 274.76 D 5960 D Common Stock 2017-02-28 4 M 0 2300 0 A 8260 D Common Stock 2017-02-28 4 F 0 1083 274.76 D 7177 D Restricted Stock Unit 0 2017-02-28 4 J 0 1378 0 D 2017-02-12 Common Stock 1378 1174 D Restricted Stock Unit 0 2017-02-28 4 J 0 1198 0 D 2019-02-22 Common Stock 1198 6886 D Restricted Stock Unit 0 2017-02-28 4 J 0 1216 0 D 2018-02-23 Common Stock 1216 2676 D Restricted Stock Unit 0 2017-02-28 4 M 0 728 0 D 2018-02-23 Common Stock 728 1948 D Restricted Stock Unit 0 2017-02-28 4 M 0 1494 0 D 2019-02-22 Common Stock 1494 5392 D Restricted Stock Unit 0 2017-02-28 4 M 0 1174 0 D 2017-02-12 Common Stock 1174 0 D Restricted Stock Unit 0 2017-02-28 4 M 0 2300 0 D 2017-02-12 Common Stock 2300 1 D Restricted Stock Unit 0 2017-02-28 4 J 0 1 0 D 2017-02-12 Common Stock 1 0 D This award vested on 2/23/2017 and the actual number of shares that vested was determined in accordance with the terms of such award. Due to adjustments to the award to account for the Bioverativ Inc. spin-off, the number of vested shares was not determinable until 2/28/2017. Such adjusted number of vested shares was distributed to the reporting person on 2/28/2017. This award vested on 2/22/2017 and the actual number of shares that vested was determined in accordance with the terms of such award. Due to adjustments to the award to account for the Bioverativ Inc. spin-off, the number of vested shares was not determinable until 2/28/2017. Such adjusted number of vested shares was distributed to the reporting person on 2/28/2017. This award vested on 2/12/2017 and the actual number of shares that vested was determined in accordance with the terms of such award. Due to adjustments to the award to account for the Bioverativ Inc. spin-off, the number of vested shares was not determinable until 2/28/2017. Such adjusted number of vested shares was distributed to the reporting person on 2/28/2017. This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested. The number of RSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 200% of the number of shares at target payout. One-third of these RSUs are eligible to vest on each of the first three anniversaries of the grant date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times [the 30-day average closing stock price ending on the vesting date divided by the 30-day average closing stock price on the grant date]). The number of RSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 200% of the number of shares at target payout. One-third of these RSUs are eligible to vest on each of the first three anniversaries of the grant date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times [the 30-day average closing stock price ending on the vesting date divided by the 30-day average closing stock price on the grant date]). This award was previously reported as covering 3,802 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017 This award was previously reported as covering 7,900 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017 This award was previously reported as covering 2,494 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017 This award was previously reported as covering 2,249 shares, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017 The number of RSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 150% of the number of shares at target payout. One-fourth of these RSUs are eligible to vest on each of the first four anniversaries of the grant date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen Idec common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times [the average 60 calendar-day closing stock price ending on the vesting date divided by the average 60 calendar-day closing stock price on the grant date]). Steven N. Avruch, Attorney in Fact for Kenneth DiPietro 2017-03-02 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Susan H. Alexander, Steven N. Avruch, Marcia J. Gookin and Suzanne Murray as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute in the undersigned?s name and on the undersigned?s behalf, and submit to the U.S. Securities and Exchange Commission (the ?SEC?) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Biogen Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (3) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (4) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 21st day of February, 2017. _/s/ Kenneth DiPietro__ Signature Name: Kenneth DiPietro