Sec Form 4 Filing - ZWANZIGER RON @ AMAG PHARMACEUTICALS INC. - 2011-05-24

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 ZWANZIGER RON 2. Issuer Name and Ticker or Trading Symbol AMAG PHARMACEUTICALS INC. [ AMAG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 322 WAVERLY AVE 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2011 (Street) NEWTON, MA02158 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

( 5 ) 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 Options $ 15.41 05/24/2011 A 3,800 ( 1 ) 05/24/2021 Common Stock 3,800 ( 2 ) 3,800 D Restricted Stock Units ( 3 ) 05/24/2011 A 1,900 ( 4 ) Common Stock 1,900 $ 0 1,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZWANZIGER RON 322 WAVERLY AVE NEWTON, MA02158 X Signatures Joseph L. Farmer, attorney-in-fact 05/24/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This option will vest and become exercisable in twelve equal monthly installments over one year from the date of grant. ( 2 )Price is not applicable. ( 3 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 4 )Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant will vest in equal monthly installments over one year from the date of grant; however, delivery of the shares is deferred until the earlier of (a) three years from the date of grant or (b) the date the reporting person no longer serves as a member of the Board of Directors of AMAG Pharmaceuticals, Inc. ( 5 )Not applicable.

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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