MANNKIND CORP — Director's Dealing 2014

Aug 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANNKIND CORP (MNKD)
CIK: 0000899460
Period of Report: 2014-08-11

Reporting Person: Palumbo Diane (Vice President, Human Resource)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-11	Common Stock, $.01 Par Value	A	220000	$0.00	Acquired	451102	Direct
2014-08-11	Common Stock, $.01 Par Value	F	128887	$8.53	Disposed	322215	Direct
2014-08-21	Common Stock, $.01 Par Value	A	9700	$0.00	Acquired	331915	Direct
2014-08-22	Common Stock, $.01 Par Value	G	118113	$7.02	Disposed	213802	Direct
2014-08-22	Common Stock, $.01 Par Value	F	1175	$7.09	Disposed	212627	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-11	Employee Stock Option (right to buy)	$1.69	A	60000	Acquired	2022-05-17	Common Stock, $.01 Par Value (60000)	Direct
2014-08-11	Employee Stock Option (right to buy)	$6.85	A	180000	Acquired	2023-05-23	Common Stock, $.01 Par Value (180000)	Direct
2014-08-21	Employee Stock Option (right to buy)	$7.09	A	43400	Acquired	2024-08-20	Common Stock, $.01 Par Value (43400)	Direct

Footnotes

F1: The reporting person was granted multiple restricted stock units that vest upon the achievement of certain defined performance milestones. On August 11, 2014, one of the defined performance milestones was met, resulting in the partial vesting of the restricted stock units.

F2: Shares withheld to satisfy the tax liability incident to the vesting of previously reported restricted stock units.

F3: Acquired pursuant to a Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting determination date and 25% each anniversary thereafter; shares fully vest on the fourth year anniversary of the vesting determination date.

F4: Shares sold to fund the establishment of a charitable fund.

F5: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F6: On May 17, 2012, the reporting person was granted an option that vests upon the achievement of certain defined performance milestones. On August 11, 2014, one of the defined performance milestones was met, resulting in the partial vesting of the option.

F7: On May 23, 2013, the reporting person was granted an option that vests upon the achievement of certain defined performance milestones. On August 11, 2014, one of the defined performance milestones was met, resulting in the partial vesting of the option.

F8: 25% vesting on the anniversary of the vesting determination date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting determination date.