SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Santos Esteban

(Last) (First) (Middle)
ONE AMGEN CENTER DRIVE

(Street)
THOUSAND OAKS CA 91320-1799

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Operations
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/03/2019 F 182 D $176.5 35,382 D
Common Stock 05/03/2019 A 3,947(1) A $0 39,329(2)(3) D
Common Stock 733.5988(4) I 401K Plan
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Iso (Right to Buy) $177.31 05/03/2019 A 34,460 05/03/2021(5) 05/03/2029 Common Stock 34,460 $0 34,460 D
Explanation of Responses:
1. The Restricted Stock Units (RSUs) were granted pursuant to the Amgen Inc. 2009 Amended and Restated Equity Incentive Plan and vest in three installments of 33%, 33% and 34% on 5/3/2021, 5/3/2022 and 5/3/2023, respectively.
2. These shares include the following RSUs granted under the Company's equity plans: 348 RSUs which vest on 5/3/2020; 7,694 RSUs which vest in one installment of 3,789 on 8/1/2019 and one installment of 3,905 on 8/1/2020; 2,308 RSUs which vest in installments of 1,137 on 5/1/2020 and 1,171 on 5/1/2021; 3,155 RSUs which vest in two equal installments of 1,041 on 4/27/2020 and 4/27/2021 and 1,073 on 4/27/2022; and 3,947 RSUs which will vest in installments of 1,302 on 5/3/2021, 1,303 on 5/3/2022 and 1,342 on 5/3/2023. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis.
3. These shares include 853 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited to the reporting person's unvested RSUs and are paid out in shares of the Company's common stock on a one-to-one basis according to the vesting schedule, along with a cash payment for any remaining fractional share amount.
4. These shares are acquired under the Company's 401(k) Plan and represent interests in the Company's stock fund as of this filing.
5. These non-qualified stock options are exercisable in three installments of 33%, 33% and 34% on 5/3/2021, 5/3/2022 and 5/3/2023, respectively.
/s/ Esteban Santos 05/07/2019
** 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.