BIOGEN INC. — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BIOGEN INC. (BIIB)
CIK: 0000875045
Period of Report: 2019-02-12

Reporting Person: Sandrock Alfred (EVP, Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	M	1104	—	Acquired	7732.1941	Direct
2019-02-12	Common Stock	F	358	$319.43	Disposed	7374.1941	Direct
2019-02-12	Common Stock	F	588	$319.43	Disposed	6786.1941	Direct
2019-02-12	Common Stock	M	1965	—	Acquired	8751.1941	Direct
2019-02-12	Common Stock	F	873	$319.43	Disposed	7878.1941	Direct
2019-02-12	Common Stock	M	1574	—	Acquired	9452.1941	Direct
2019-02-12	Common Stock	F	699	$319.43	Disposed	8753.1941	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Restricted Stock Unit	$0	A	10330	Acquired	2022-02-12	Common Stock (10330)	Direct
2019-02-12	Restricted Stock Unit	$0	M	1104	Disposed	2020-02-12	Common Stock (1104)	Direct
2019-02-12	Restricted Stock Unit	$0	M	1965	Disposed	2019-02-12	Common Stock (1965)	Direct
2019-02-12	Restricted Stock Unit	$0	J	1453	Disposed	2019-02-12	Common Stock (1453)	Direct
2019-02-12	Restricted Stock Unit	$0	M	1574	Disposed	2021-02-12	Common Stock (1574)	Direct
2019-02-12	Restricted Stock Unit	$0	J	1188	Disposed	2021-02-12	Common Stock (1188)	Direct

Footnotes

F1: Includes 74.812 shares acquired under the Biogen Inc. employee stock purchase plan on 3/29/2018.

F2: 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 following and including the grant date]).

F3: The restricted stock units will vest in 2 annual installments. One-third will vest on the first anniversary of the grant date and two-thirds will vest on the second anniversary of the grant date.

F4: 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]).

F5: This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.