0001209191-12-007772.txt : 20120206 0001209191-12-007772.hdr.sgml : 20120206 20120206160523 ACCESSION NUMBER: 0001209191-12-007772 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120202 FILED AS OF DATE: 20120206 DATE AS OF CHANGE: 20120206 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: Howton David T CENTRAL INDEX KEY: 0001529297 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19319 FILM NUMBER: 12573680 MAIL ADDRESS: STREET 1: VERTEX PHARMACEUTICALS INCORPORATED STREET 2: 130 WAVERLY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2012-02-02 0 0000875320 VERTEX PHARMACEUTICALS INC / MA VRTX 0001529297 Howton David T C/O VERTEX PHARMACEUTICALS INCORPORATED 130 WAVERLY ST CAMBRIDGE MA 02139 0 1 0 0 SVP & Chief Legal Officer Common Stock 2012-02-02 4 A 0 10166 0.01 A 19437 D Common Stock 266 I 401(k) Stock Option 37.86 2012-02-02 4 A 0 68750 0.00 A 2012-05-02 2022-02-01 Common Stock 68750 68750 D Stock grant under 2006 Stock and Option Plan, vesting on 2/2/2016, subject to (i) earlier acceleration of 50% of shares upon (A) reaching specified aggregate product and royalty sales levels or (B) completing enrollment of a pivotal trial in two distinct disease indications other than HCV and cystic fibrosis and (ii) earlier acceleration of 50% of shares upon receiving filing confirmation for an NDA for an all-oral regimen for the treatment of HCV infection. Right to buy under 2006 Stock and Option Plan, vesting in 16 quarterly installments from 02/02/2012. Valerie L. Andrews, Attorney-In-Fact 2012-02-06 EX-24.4_407865 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of 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 30th day of August, 2011. /s/David T. Howton Signature David T. Howton Print Name