Sec Form 4 Filing - ALEXANDER SUSAN H @ BIOGEN INC. - 2019-02-22

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
ALEXANDER SUSAN H
2. Issuer Name and Ticker or Trading Symbol
BIOGEN INC. [ BIIB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP Chief Legal Officer & Sec.
(Last) (First) (Middle)
BIOGEN INC., 225 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2019
(Street)
CAMBRIDGE, MA02142
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 02/22/2019 M 1,663 A $ 0 29,690 D
Common Stock 02/22/2019 M( 1 ) 6,395 ( 2 ) A $ 48.52 ( 2 ) 36,085 D
Common Stock 02/22/2019 F 3,370 D $ 325.33 32,715 D
Common Stock 02/22/2019 F 739 D $ 325.33 31,976 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
Restricted Stock Unit $ 0 02/22/2019 M 1,663 ( 3 ) 02/22/2019 Common Stock 1,663 $ 0 819 D
Restricted Stock Unit $ 0 02/22/2019 J 819 ( 4 ) ( 3 ) 02/22/2019 Common Stock 819 $ 0 0 D
Stock Option (Right to Buy) $ 49.65 ( 2 ) 02/22/2019 M( 1 ) 6,395 ( 2 ) ( 5 ) 02/24/2019 Common Stock 6,395 ( 2 ) ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ALEXANDER SUSAN H
BIOGEN INC.
225 BINNEY STREET
CAMBRIDGE, MA02142
EVP Chief Legal Officer & Sec.
Signatures
/s/ Suzanne Murray, Attorney in Fact for Susan Alexander 02/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The stock option was automatically exercised on a net share settlement basis immediately before its expiration, in accordance with its terms. The Company delivered to the reporting person the number of shares underlying the stock option less the number of shares having a Fair Market Value on the date of such exercise equal to (i) the aggregate exercise price for the stock option and (ii) the amount necessary to satisfy any federal, state and local withholding taxes related to such exercise.
( 2 )This option was previously reported as covering 6,250 shares at an exercise price of $49.65 per share, but was adjusted pursuant to the anti-dilution provisions of the award in connection with the spin-off of Bioverativ Inc. on February 1, 2017.
( 3 )The number of RSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 200% of the number of shares at target payout. One-third of these RSUs are eligible to vest on each of the first three anniversaries of the grant date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times [the 30-day average closing stock price ending on the vesting date divided by the 30-day average closing stock price on the grant date]).
( 4 )This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.
( 5 )The stock options become exercisable in four (4) equal annual installments commencing one year after the grant date of 02/24/09.

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