Sec Form 4 Filing - Howton David T @ VERTEX PHARMACEUTICALS INC / MA - 2012-02-02

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 Howton David T 2. Issuer Name and Ticker or Trading Symbol VERTEX PHARMACEUTICALS INC / MA [ VRTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Legal Officer (Last) (First) (Middle) C/O VERTEX PHARMACEUTICALS INCORPORATED, 130 WAVERLY ST 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2012 (Street) CAMBRIDGE, MA02139 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 02/02/2012 A 10,166 ( 1 ) A $ 0.01 19,437 D Common Stock 266 I 401(k)

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 $ 37.86 02/02/2012 A 68,750 05/02/2012( 2 ) 02/01/2022 Common Stock 68,750 $ 0 68,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Howton David T C/O VERTEX PHARMACEUTICALS INCORPORATED 130 WAVERLY ST CAMBRIDGE, MA02139 SVP & Chief Legal Officer Signatures Valerie L. Andrews, Attorney-In-Fact 02/06/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock grant under 2006 Stock and Option Plan, vesting on 2/2/2016, subject to (i) earlier acceleration of 50% of shares upon (A) reaching specified aggregate product and royalty sales levels or (B) completing enrollment of a pivotal trial in two distinct disease indications other than HCV and cystic fibrosis and (ii) earlier acceleration of 50% of shares upon receiving filing confirmation for an NDA for an all-oral regimen for the treatment of HCV infection. ( 2 )Right to buy under 2006 Stock and Option Plan, vesting in 16 quarterly installments from 02/02/2012.

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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