Sec Form 4 Filing - Bradway Robert A @ AMGEN INC - 2020-04-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bradway Robert A
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
X __ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last) (First) (Middle)
ONE AMGEN CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2020
(Street)
THOUSAND OAKS, CA91320-1799
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/13/2020 M 43,000 A $ 58.43 540,027 D
Common Stock 04/13/2020 F 28,511 D $ 218.21 511,516 D
Common Stock 04/13/2020 M 84,000 A $ 58.43 595,516 D
Common Stock 04/13/2020 F 55,695 D $ 218.21 539,821 ( 1 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 58.43 04/13/2020 M 43,000 04/26/2011 04/26/2020 Common Stock 43,000 $ 0 0 D
Nqso (Right to Buy) $ 58.43 04/13/2020 M 84,000 04/26/2011 04/26/2020 Common Stock 84,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bradway Robert A
ONE AMGEN CENTER DRIVE
THOUSAND OAKS, CA91320-1799
X Chairman, CEO and President
Signatures
/s/ Robert A. Bradway 04/13/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Non-market exercise of a total of 127,000 stock options expiring April 26, 2020 wherein 84,206 shares, in the aggregate, issuable pursuant to the exercise of these options were withheld by the Company to cover the option exercise price and tax withholding, with the remaining shares delivered to the reporting person.
( 2 )These shares include the following Restricted Stock Units (RSUs) granted under the Company's equity plans: 4,784 RSUs which vest on 5/3/2020; 9,890 RSUs which vest in installments of 4,871 on 5/1/2020 and 5,019 on 5/1/2021; 14,087 RSUs which vest in installments of 4,648 on 4/27/2020, 4,649 on 4/27/2021 and 4,790 on 4/27/2022; and 15,791 RSUs which vest in two installments of 5,211 on 5/3/2021 and 5/3/2022 and one installment of 5,369 on 5/3/2023. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis.
( 3 )These shares include 2,730 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. 2009 Amended and Restated Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited on 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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