Initial Statement of Beneficial Ownership (3)
25 January 2018 - 3:13AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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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1. Name and Address of Reporting Person
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Arbuckle Stuart A
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/23/2018
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3. Issuer Name
and
Ticker or Trading Symbol
IMMUNOGEN INC [IMGN]
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(Last)
(First)
(Middle)
C/O VERTEX PHARMACEUTICALS INCORPORATED, 50 NORTHERN AVE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Deferred Share Unit
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4/1/2018
(2)
(3)
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(2)
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Common Stock
(2)
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6500
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$0
(1)
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D
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Stock Option (right to buy)
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3/1/2018
(4)
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1/23/2028
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Common Stock
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4167
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$8.20
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D
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Explanation of Responses:
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(1)
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The deferred share units were issued pursuant to the Issuer's Compensation Policy for Non-Employee Directors and are convertible into Common Stock on a one-to-one basis
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(2)
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The vested deferred share units are to be settled 100% in shares of the Common Stock of the Company upon the reporting person's retirement from the Board of Directors.
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(3)
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The deferred share units vest ratably over a three year period in quarterly increments beginning on April 1, 2018, contingent upon the individual remaining a director as of each vesting date.
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(4)
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Exercisable as to 2,084 shares commencing on March 1, 2018 and 2,083 shares commencing on June 1, 2018, contingent upon the individual remaining a director as of each vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Arbuckle Stuart A
C/O VERTEX PHARMACEUTICALS INCORPORATED
50 NORTHERN AVE
BOSTON, MA 02210
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X
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Signatures
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/s/ Craig Barrows, attorney in fact
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1/24/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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