0001209191-11-061776.txt : 20111216 0001209191-11-061776.hdr.sgml : 20111216 20111216162937 ACCESSION NUMBER: 0001209191-11-061776 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111214 FILED AS OF DATE: 20111216 DATE AS OF CHANGE: 20111216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX PHARMACEUTICALS INC / MA CENTRAL INDEX KEY: 0000875320 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043039129 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 WAVERLY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139-4242 BUSINESS PHONE: 6165776000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEIDEN JEFFREY M CENTRAL INDEX KEY: 0001242825 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19319 FILM NUMBER: 111266700 MAIL ADDRESS: STREET 1: 40 LANDSDOWNE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2011-12-14 0 0000875320 VERTEX PHARMACEUTICALS INC / MA VRTX 0001242825 LEIDEN JEFFREY M C/O VERTEX PHARMACEUTICALS INCORPORATED 130 WAVERLY ST CAMBRIDGE MA 02139 1 1 0 0 CEO Designate Common Stock 2011-12-14 4 A 0 50017 0.01 A 52617 D Common Stock 2011-12-14 4 A 0 133378 0.01 A 185995 D Stock Option 29.99 2011-12-14 4 A 0 458108 0.00 A 2012-03-14 2021-12-13 Common Stock 458108 458108 D Stock grant under 2006 Stock and Option Plan vesting on December 14, 2014. Performance-based stock grant under 2006 Stock and Option Plan that will vest only if Vertex meets certain performance objectives. Up to 50% of the grant will vest on the date of the Company's first regularly scheduled board meeting in 2013 and up to 50% of the grant will vest on the date of the Company's 2014 Annual Meeting of its shareholders. Right to buy under 2006 Stock and Option Plan, vesting in 16 quarterly installments from 12/14/2011. David T. Howton, Attorney-In-Fact 2011-12-16 EX-24.4_401048 2 poa.txt POA DOCUMENT OWER OF ATTORNEY The undersigned hereby constitutes and appoints each of David T. Howton, Valerie L. Andrews and Omar White of Vertex Pharmaceuticals Incorporated (the "Company"), and Michael Fantozzi of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with full power of substitution, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, forms and authentication documents for EDGAR Filing Access; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents; 3. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 4. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 5. 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 interests 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 such attorney-in fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or 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 such attorney-in-fact's 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 undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. 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 undersigned's holdings of or transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney is intended to constitute a "confirming statement" for presentation to the Securities and Exchange Commission as contemplated by Instruction 7(a) of Forms 3, 4 and 5. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 12th day of October 2011. /s/ Jeffrey Leiden Signature Jeffrey Leiden Print Name