Amag Pharmaceuticals (AMAG) Form 3 AMAG PHARMACEUTICALS / Steven Boyd ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2019

3. Issuer Name and Ticker or Trading Symbol
AMAG PHARMACEUTICALS INC. [ AMAG ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	3,376,984	D(1)
Common Stock, par value $0.01 per share	3,376,984	I	See Footnote(2)
Common Stock, par value $0.01 per share	125,000	I	See Footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash-Settled Call Option (holder of option)	08/16/2019	08/16/2019	Common Stock	909,000	12	D(1)
Cash-Settled Call Option (holder of option)	08/16/2019	08/16/2019	Common Stock	0	12	I	See Footnote(2)

1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Armistice Capital Master Fund Ltd.

(Last) (First) (Middle)

C/O DMS CORPORATE SERVICES LTD.

20 GENESIS CLOSE, P.O. BOX 314

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Boyd Steven

(Last) (First) (Middle)

C/O ARMISTICE CAPITAL, LLC

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund").

2. The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The reported securities are directly owned by a separately managed account client of Armistice Capital, and may be deemed to be indirectly beneficially owned by Armistice Capital as the investment manager of such separately managed account. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	06/27/2019
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	06/27/2019
	/s/ Steven Boyd	06/27/2019
	** Signature of Reporting Person	Date
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