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BIOGEN INC. — Director's Dealing 2017
Mar 2, 2017
30291_dirs_2017-03-02_0273d089-8a23-43c5-919c-eaf3e8112919.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: BIOGEN INC. (BIIB)
CIK: 0000875045
Period of Report: 2017-02-28
Reporting Person: Sandrock Alfred (EVP CMO Neuro & Neurodegenerat)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2017-02-28 | Common Stock | M | 1375 | — | Acquired | 9584.8551 | Direct |
| 2017-02-28 | Common Stock | F | 647 | $287.63 | Disposed | 8937.8551 | Direct |
| 2017-02-28 | Common Stock | M | 398 | — | Acquired | 9335.8551 | Direct |
| 2017-02-28 | Common Stock | F | 188 | $284.75 | Disposed | 9147.8551 | Direct |
| 2017-02-28 | Common Stock | F | 727 | $274.76 | Disposed | 8420.8551 | Direct |
| 2017-02-28 | Common Stock | M | 1569 | — | Acquired | 9989.8551 | Direct |
| 2017-02-28 | Common Stock | F | 739 | $274.76 | Disposed | 9250.8551 | Direct |
| 2017-02-28 | Common Stock | M | 628 | — | Acquired | 9878.8551 | Direct |
| 2017-02-28 | Common Stock | F | 296 | $274.60 | Disposed | 9582.8551 | Direct |
| 2017-02-28 | Common Stock | M | 815 | — | Acquired | 10397.8551 | Direct |
| 2017-02-28 | Common Stock | F | 384 | $274.76 | Disposed | 10013.8551 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2017-02-28 | Restricted Stock Unit | $0 | J | 1841 | Disposed | 2019-02-12 | Common Stock (1841) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | J | 738 | Disposed | 2017-02-12 | Common Stock (738) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | J | 1103 | Disposed | 2019-02-22 | Common Stock (1103) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | J | 662 | Disposed | 2018-02-23 | Common Stock (662) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | M | 1375 | Disposed | 2019-02-22 | Common Stock (1375) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | M | 398 | Disposed | 2018-02-23 | Common Stock (398) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | M | 1569 | Disposed | 2019-02-12 | Common Stock (1569) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | M | 628 | Disposed | 2017-02-12 | Common Stock (628) | Direct |
| 2017-02-28 | Restricted Stock Unit | $0 | M | 815 | Disposed | 2017-02-12 | Common Stock (815) | Direct |
Footnotes
F1: 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.
F2: 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.
F3: On 2/12/14 an RSU was awarded for 7,740 shares vesting over 4 years. The remaining 5,805 shares were adjusted to 5,940 shares pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.
F4: 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.
F5: This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.
F6: 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-fourth of these RSUs are eligible to vest each year for four years, beginning two years from the date of grant. 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 30-day average closing stock price ending on the vesting date divided by the 30-day average closing stock price on the grant date]).
F7: 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]).
F8: 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]).
F9: This award was previously reported as covering 7,270 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.
F10: This award was previously reported as covering 2,074 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.
F11: This award was previously reported as covering 10,006 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.
F12: This award was previously reported as covering 1,336 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.
F13: This award was previously reported as covering 797 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.
F14: 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]).