Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
Vittiglio Joseph
2. Issuer Name and Ticker or Trading Symbol
AMAG PHARMACEUTICALS INC. [ AMAG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, General Counsel
(Last)
(First)
(Middle)
C/O AMAG PHARMACEUTICALS, INC., 1100 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/23/2018
(Street)
WALTHAM, MA02451
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 02/23/2018 F 869 ( 1 ) D $ 19.65 32,635 D
Common Stock 03/02/2018 A 12,000 ( 2 ) ( 3 ) A 44,635 D
Common Stock 03/02/2018 A 10,000 ( 2 ) ( 5 ) A 54,635 D
Common Stock 03/02/2018 F 1,011 ( 6 ) D $ 21 53,624 D
Common Stock 03/06/2018 S( 7 ) 770 D $ 20.8 52,854 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
Stock Option (Right to Buy) $ 21 03/02/2018 A 20,000 ( 8 ) 03/02/2028 Common Stock 20,000 ( 4 ) 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vittiglio Joseph
C/O AMAG PHARMACEUTICALS, INC.
1100 WINTER STREET
WALTHAM, MA02451
EVP, General Counsel
Signatures
/s/ Nancy R. Smith, attorney-in-fact 03/06/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 2,499 restricted stock units ("RSUs") on February 23, 2018.
( 2 )Each RSU represents a contingent right to receive one share of Common Stock of AMAG Pharmaceuticals, Inc. (the "Issuer").
( 3 )These shares of Common Stock are issuable pursuant to a grant of RSUs pursuant to the Issuer's Fourth Amended and Restated 2007 Equity Incentive Plan (as amended the "Plan") and will vest in three equal annual installments with the first installment vesting on March 2, 2019.
( 4 )Not applicable.
( 5 )These shares of Common Stock are issuable pursuant to a performance-based RSU grant under a long-term incentive program under the Plan and will be earned, if at all, based on achievement of certain relative total stockholder return targets over the three year performance period ending March 1, 2021 subject to continuation of a business relationship with the grantee through the conclusion of the performance period. The number above represents the target number of shares that may be delivered pursuant to the award ("Target Award"); however, the amount that vests could range from zero to 150% of the Target Award.
( 6 )Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 3,000 RSUs on March 1, 2018. Due to the black-out policies implemented by the Issuer, the shares of the Issuer's Common Stock underlying such vested RSUs were not delivered to the reporting person until March 2, 2018, at which time an aggregate of 1,011 shares were withheld to satisfy the reporting person's applicable tax obligations.
( 7 )The reported transaction on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2017.
( 8 )Grant of stock option pursuant to the Plan. This option will vest and become exercisable 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.

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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