Amag Pharmaceuticals (AMAG) Form 3 AMAG PHARMACEUTICALS / Anthony Casciano 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^*

Casciano Anthony

(Last) (First) (Middle)

C/O AMAG PHARMACEUTICALS, INC.

1100 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2019

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

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

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

5. 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 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	45,852(1)	D

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
Stock Option (Right to Buy)	(2)	09/06/2026	Common Stock	20,000	24.18	D
Stock Option (Right to Buy)	(3)	02/23/2027	Common Stock	8,000	23.75	D
Stock Option (Right to Buy)	(4)	03/02/2028	Common Stock	18,000	21	D
Stock Option (Right to Buy)	(5)	10/11/2028	Common Stock	8,000	21.6	D
Stock Option (Right to Buy)	(6)	02/25/2029	Common Stock	16,156	15.57	D

Explanation of Responses:

1. Includes 43,244 shares of unvested restricted stock options ("RSUs"), each of which represents a contingent right to receive one share of common stock of AMAG Pharmaceuticals, Inc. (the "Issuer").

2. Grant of stock options pursuant to the Issuer's Third Amended and Restated 2007 Equity Incentive Plan (as amended, the "Plan"). The initial option award provided for the vesting of four equal annual installments with the final vesting date to occur on September 6, 2020.

3. Grant of stock options pursuant to the Plan. The initial option award provided for vesting over four years after the grant date as follows: (i) 25% on the first anniversary of the grant date and (ii) the balance vesting in equal quarterly installments over the next three years thereafter with the final vesting date to occur on February 23, 2021.

4. Grant of stock options pursuant to the Plan. The initial option award provided for vesting over four years after the grant date as follows: (i) 25% on the first anniversary of the grant date and (ii) the balance vesting in equal quarterly installments over the next three years thereafter with the final vesting date to occur on March 2, 2022.

5. Grant of stock options pursuant to the Plan. The initial option award provided for vesting over four years after the September 4, 2018 (the "Vesting Date") date as follows: (i) 25% on the first anniversary of the Vesting Date and (ii) the balance vesting in equal quarterly installments over the next three years thereafter with the final vesting date to occur on September 4, 2022.

6. Grant of stock options pursuant to the Plan. The initial option award provided for vesting over four years after the grant date as follows: (i) 25% on the first anniversary of the grant date and (ii) the balance vesting in equal quarterly installments over the next three years thereafter with the final vesting date to occur on February 25, 2023.

	Nancy R. Smith, attorney-in-fact	04/05/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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