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*
REESE DAVID M

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

(Street)
THOUSAND OAKS

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Research and Development
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2020
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
Common Stock 05/05/2020 A 3,469(1) A $0 41,408(2)(3) 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) $236.36 05/05/2020 A 29,050 05/05/2022(4) 05/05/2030 Common Stock 29,050 $0 29,050 D
Explanation of Responses:
1. The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. 2009 Amended and Restated Equity Incentive Plan and vest in three installments of 33%, 33% and 34% on 5/5/2022, 5/5/2023 and 5/5/2024, respectively.
2. These shares include the following RSUs granted under the Company's equity plans: 1,673 RSUs which vest on 5/1/2021; 335 RSUs which vest on 5/1/2021; 680 RSUs which vest in installments of 335 on 4/27/2021 and 345 on 4/27/2022; 12,830 RSUs which vest in installments of 4,233 on 11/2/2020 4,234 on 11/2/2021 and 4,363 on 11/2/2022; 4,511 RSUs which will vest in installments of 1,488 on 5/3/2021, 1,489 on 5/3/2022 and 1,534 on 5/3/2023; and 3,469 RSUs which vest in installments of 1,144 on 5/5/2022, 1,145 on 5/5/2023 and 1,180 on 5/5/2024. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis.
3. These shares include 926 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited to the reporting person's unvested RSUs and are paid out in shares of the Company's common stock on a one-to-one basis according to the vesting schedule, along with a cash payment for any remaining fractional share amount.
4. These non-qualified stock options are exercisable in three installments of 33%, 33% and 34% on 5/5/2022, 5/5/2023 and 5/5/2024, respectively.
Andrea A. Robinson, Attorney-in-Fact for Dr. Reese 05/07/2020
** 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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