Biogen : Statement of changes in beneficial ownership of securities

SEC Form 4

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
OMB APPROVAL
Washington, D.C. 20549
OMB Number:	3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	Estimated average burden
hours per response:	0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Sandrock Alfred

BIOGEN INC.[ BIIB ]

(Check all applicable)

Director

10% Owner

3. Date of Earliest Transaction (Month/Day/Year)

X

Officer (give title

Other (specify

02/15/2020

(Last)

(First)

(Middle)

below)

below)

BIOGEN INC.

EVP, Research & Development

225 BINNEY STREET

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

Line)

(Street)

X Form filed by One Reporting Person

CAMBRIDGE

MA

02142

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

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

5)

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

(A) or

Code

V

Amount

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Common Stock

02/15/2020

M

1,213

A

$0

15,019.2451

D

Common Stock

02/15/2020

F

538

D

$333

14,481.2451

D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and Amount

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

of Securities

of

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Underlying

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Derivative Security

Security

Beneficially

Direct (D)

Ownership

Derivative

Acquired

(Instr. 3 and 4)

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

(A) or

Following

(I) (Instr. 4)

Disposed

Reported

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Restricted

$0

02/15/2020

M

1,213

(1)

02/15/2020

Common

1,213

$0

915

D

Stock Unit

Stock

Restricted

$0

02/15/2020

J

915(2)

(1)

02/15/2020

Common

915

$0

0

D

Stock Unit

Stock

Explanation of Responses:

1. 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]).
2. This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.

/s/ Suzanne Murray, Attorney in

Fact for Alfred W. Sandrock, 02/19/2020

Jr.

** Signature of Reporting Person

Date

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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.