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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Restricted Stock Units(1) | 03/15/2004 | A | 1,643 | A | $0 | 1,643(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
NQSO (Right to Buy) | $59.48 | 03/15/2004 | A | 5,000 | 03/15/2004 | 03/15/2011 | Common Stock | 5,000 | $0 | 5,000 | D |
Explanation of Responses: |
1. (DIR 03.15.04) The Restricted Stock Units ("RSUs") were granted pursuant to the Amgen Inc. Director Equity Incentive Program under the Company's Amended and Restated 1991 Equity Incentive Plan. RSUs vest (a) immediately for directors who have three years or more of prior continuous service as a director, or (b) one year from the grant date if the director had had less than three years of prior continious service as a director. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis unless payment is otherwise deferred by the director. |
2. (FPJ 03.15.04) Does not include (i) 997,679 shares of common stock directly owned by reporting person; (ii) 720,800 shares of common stock held as indirect ownership by Asset Management Partners (the "Partnership") for which the reporting person is a general partner; (iii) 4 units of contractual contingent payment rights held as indirect ownership by the Partnership arising from the purchase by Amgen Inc. of two Class A interests of Amgen Clinical Partners, L.P., and (iv) 848,888 shares of common stock held as indirect ownership by the spouse of the reporting person. The reporting person disclaims beneficial ownership of spouse's securities and of the Partnership's securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of the spouse's securities for purposes of Section 16 of the Securities Exchange Act of 1934. |
/s/ Russell Skibsted by Power of Attorney | 03/16/2004 | |
** 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 4 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |