Sec Form 3 Filing - English Edward C @ AMAG PHARMACEUTICALS INC. - 2011-06-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
English Edward C
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)
VP, Controller, Interim CFO
(Last) (First) (Middle)
C/O AMAG PHARMACEUTICALS, INC., 100 HAYDEN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2011
(Street)
LEXINGTON, MA02421
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 88 ( 1 ) 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 Options $ 65.14 ( 2 ) 05/22/2017 Common Stock 7,500 D
Stock Options $ 59 ( 3 ) 10/01/2017 Common Stock 600 D
Stock Options $ 47.08 ( 4 ) 02/26/2018 Common Stock 6,000 D
Stock Options $ 36.6 ( 5 ) 07/01/2018 Common Stock 1,500 D
Restricted Stock Units ( 7 ) ( 6 ) 08/19/2012 Common Stock 1,000 D
Stock Options $ 27 ( 8 ) 03/04/2019 Common Stock 7,000 D
Stock Options $ 38.39 ( 9 ) 01/04/2020 Common Stock 1,750 D
Stock Options $ 35.13 ( 10 ) 03/02/2020 Common Stock 4,000 D
Restricted Stock Units ( 7 ) ( 11 ) 03/02/2014 Common Stock 876 D
Restricted Stock Units ( 7 ) ( 12 ) 11/15/2013 Common Stock 5,000 D
Stock Options $ 17.44 ( 13 ) 12/17/2020 Common Stock 2,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
English Edward C
C/O AMAG PHARMACEUTICALS, INC.
100 HAYDEN AVENUE
LEXINGTON, MA02421
VP, Controller, Interim CFO
Signatures
Joseph L. Farmer, attorney-in-fact 06/28/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were acquired by the reporting person pursuant to the Company's 2006 Employee Stock Purchase Plan. The purchase price for the shares was $48.99, 85% of the closing price of the Company's common stock on November 30, 2007.
( 2 )Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Amended and Restated 2000 Stock Plan. This grant vested in four equal installments on May 22, 2008, May 22, 2009. May 22, 2010 and May 22, 2011.
( 3 )Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Amended and Restated 2000 Stock Plan. This grant vests in four equal installments. Installments one, two and three vested on October 1, 2008, October 1, 2009 and October 1, 2010, respectively. The fourth installment will vest on October 1, 2011.
( 4 )Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments. Installments one, two and three vested on February 26, 2009, February 26, 2010 and February 26, 2011, respectively. The fourth installment will vest on February 26, 2012.
( 5 )Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Second Amended an d Restated 2007 Equity Incentive Plan. This grant vests in four equal installments. Installments one and two vested on July 1, 2009 and July 1, 2010. The third and fourth installments will vest on July 1, 2011 and July 1, 2012.
( 6 )Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests as follows: 50% on August 19, 2010, 25% on August 19, 2011 and the remaining 25% on August 19, 2012.
( 7 )Each restricted stock unit represents a contingent right to receive one share of common stock.
( 8 )Grant of stock option pursuant to the AMAG Pharmaceuticals Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments. Installments one and two vested on March 4, 2010 and March 4, 2011. Installments three and four will vest on March 4, 2012 and March 4, 2013.
( 9 )Grant of stock option pursuant to the AMAG Pharmaceuticals Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments. Installment one vested on January 4, 2011. Installments two, three and four will vest on January 4, 2012, January 4, 2013 and January 4, 2014, respectively.
( 10 )Grant of stock option pursuant to the AMAG Pharmaceuticals Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments. Installment one vested on March 2, 2011. Installments two, three and four will vest on March 2, 2012, March 2, 2013 and March 2, 2014, respectively.
( 11 )Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments. Installment one vested on March 2, 2011. Installments two, three and four will vest on March 2, 2012, March 2, 2013 and March 2, 2014, respectively.
( 12 )Grant of restricted stock unit pursuant to the AMAG Pharmaceuticals Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests as follows: 50% on November 15, 2011, 25% on November 15, 2012 and the remaining 25% on November 15, 2013.
( 13 )Grant of stock option pursuant to the AMAG Pharmaceuticals, Inc. Second Amended and Restated 2007 Equity Incentive Plan. This grant vests in four equal installments on December 17, 2011, December 17, 2012, December 17, 2013 and December 17, 2014.

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