BIOGEN INC. — Director's Dealing 2020

Feb 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BIOGEN INC. (BIIB)
CIK: 0000875045
Period of Report: 2020-02-12

Reporting Person: Sandrock Alfred (EVP, Research & Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	M	2211	—	Acquired	12702.2451	Direct
2020-02-12	Common Stock	F	660	$331.76	Disposed	12042.2451	Direct
2020-02-12	Common Stock	M	1422	—	Acquired	13464.2451	Direct
2020-02-12	Common Stock	F	538	$331.76	Disposed	12926.2451	Direct
2020-02-12	Common Stock	M	1583	—	Acquired	14509.2451	Direct
2020-02-12	Common Stock	F	703	$331.76	Disposed	13806.2451	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Restricted Stock Unit	$0	M	2211	Disposed	2020-02-12	Common Stock (2211)	Direct
2020-02-12	Restricted Stock Unit	$0	M	1422	Disposed	2021-02-12	Common Stock (1422)	Direct
2020-02-12	Restricted Stock Unit	$0	J	1340	Disposed	2021-02-12	Common Stock (1340)	Direct
2020-02-12	Restricted Stock Unit	$0	M	1583	Disposed	2022-02-12	Common Stock (1583)	Direct
2020-02-12	Restricted Stock Unit	$0	J	1859	Disposed	2022-02-12	Common Stock (1859)	Direct
2020-02-12	Restricted Stock Unit	$0	A	12060	Acquired	2023-02-12	Common Stock (12060)	Direct

Footnotes

F1: Includes 82.051 shares acquired under the Biogen Inc. employee stock purchase plan on March 29, 2019.

F2: 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.

F3: 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]).

F4: This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.