Chairman, CEO and President Bradway Robert A gifted 186,000 shares and received a gift of 90,000 shares, decreasing direct ownership by 41% to 393,855 units (SEC Form 4)
$AMGN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [ AMGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/02/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/02/2024 | G | 96,000(1) | D | $0 | 573,855 | D | |||
| Common Stock | 90,000(2) | I | By GRAT | |||||||
| Common Stock | 12/02/2024 | G | 90,000(3) | A | $0 | 90,000(3) | I | By Spousal GRAT | ||
| Common Stock | 12/02/2024 | G | 90,000(3) | D | $0 | 393,855(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. These shares were gifted by the reporting person and the reporting person's spouse to two irrevocable trusts for the benefit of the reporting person's children, subsequent to the same-day transfer by the reporting person of 48,000 shares as separate property of the reporting person's spouse. Neither the reporting person nor the reporting person's spouse are trustees of the children's trusts or otherwise have the power to vote or dispose of the assets held in such trusts. |
| 2. On 12/2/2024, the reporting person contributed 90,000 shares to the reporting person's grantor retained annuity trust of which the reporting person and the reporting person's spouse serve as trustees and the reporting person is the sole annuitant, resulting in indirect ownership by the reporting person of these shares. |
| 3. Subsequent to the same-day transfer by the reporting person of 90,000 shares as separate property of the reporting person's spouse, such shares were contributed to a spousal grantor retained annuity trust of which the reporting person and the reporting person's spouse serve as trustees and the reporting person's spouse is the sole annuitant, resulting in indirect ownership by the reporting person of these shares. |
| 4. Shares directly beneficially owned also include 2,141 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. Second Amended and Restated 2009 Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited on the reporting person's unvested restricted stock units (RSUs) and are paid out in shares of the Company's common stock on a one-to-one basis upon vesting of the associated RSUs with a cash payment for any remaining fractional share amount. |
| /s/ Robert A. Bradway | 12/03/2024 | |
| ** 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. | ||