SEC FORM 4 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*
JOHNSON FRANKLIN P JR

(Last) (First) (Middle)
ONE AMGEN CENTER DRIVE

(Street)
THOUSAND OAKS CA 91320-1799

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ]
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)
03/15/2004
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
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)
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).
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