SEC FORM 3 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24

 

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5

 

Know all by these present, that the undersigned hereby constitutes and appoints each of Joseph Vittiglio, Carolyn Rucci and Nancy Smith, signing singly, his/her true and lawful attorney-in-fact to:

 

(1)                                 execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of AMAG Pharmaceuticals, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder;

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 and 5 and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and

 

(3)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney replaces in their entirety any and all prior powers of attorney executed by the undersigned with respect to the subject matters set forth herein, including any powers of attorney previously filed with the Securities and Exchange Commission.  This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 1st day of April 2019.

 

 

 

Signed:

/s/ Anthony Casciano

 

 

 

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Anthony Casciano