Kearney Terrence C Form 4 VERTEX PHARMACEUTICALS INC / MA / Terrence C Kearney ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kearney Terrence C

(Last) (First) (Middle)

C/O VERTEX PHARMACEUTICALS INCORPORATED

50 NORTHERN AVENUE

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERTEX PHARMACEUTICALS INC / MA [ VRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/27/2015		M		28,125	A	$56.99	28,125	D
Common Stock	04/27/2015		M		20,000	A	$53.85	48,125	D
Common Stock	04/27/2015		M		20,000	A	$59.55	68,125	D
Common Stock	04/27/2015		S(1)		26,593	D	$127.5(2)(3)	41,532	D
Common Stock	04/27/2015		S(1)		16,295	D	$128.12(3)(4)	25,237	D
Common Stock	04/27/2015		S(1)		4,500	D	$129.94(3)(5)	20,737	D
Common Stock	04/27/2015		S(1)		8,800	D	$130.58(3)(6)	11,937	D
Common Stock	04/27/2015		S(1)		3,969	D	$131.76(3)(7)	7,968	D
Common Stock	04/27/2015		S(1)		5,668	D	$132.82(3)(8)	2,300	D
Common Stock	04/27/2015		S(1)		2,300	D	$133.63(3)(9)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$56.99	04/27/2015		M			28,125	(10)	05/16/2021	Common Stock	28,125	$0.00	1,875	D
Stock Option (right to buy)	$53.85	04/27/2015		M			20,000	(11)	05/31/2021	Common Stock	20,000	$0.00	0	D
Stock Option (right to buy)	$59.55	04/27/2015		M			20,000	(11)	05/31/2022	Common Stock	20,000	$0.00	0	D

Explanation of Responses:

1. Transaction made pursuant to Mr. Kearney's company approved trading plan under Rule 10b5-1.

2. Open market sales reported on this line occurred at a weighted average price of $127.50 (range $126.87 to $127.86).

3. Mr. Kearney undertakes to provide (upon request by the SEC staff, the issuer or a security holder of the issuer) full information regarding the number of shares sold at each separate price.

4. Open market sales reported on this line occurred at a weighted average price of $128.12 (range $127.87 to $128.83).

5. Open market sales reported on this line occurred at a weighted average price of $129.94 (range $129.16 to $130.15).

6. Open market sales reported on this line occurred at a weighted average price of $130.58 (range $130.16 to $131.14).

7. Open market sales reported on this line occurred at a weighted average price of $131.76 (range $131.25 to $132.20).

8. Open market sales reported on this line occurred at a weighted average price of $132.82 (range $132.32 to $133.30).

9. Open market sales reported on this line occurred at a weighted average price of $133.63 (range $133.36 to $134.09).

10. The option vests in 16 quarterly installments from 05/17/2011.

11. Fully vested.

Remarks:

	Omar White, Attorney-In-Fact	04/29/2015
	** Signature of Reporting Person	Date
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