SEC FORM 4

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^*

WILLS ALAN

(Last)

(First)

(Middle)

C/O AUXILIUM PHARMACEUTICALS, INC.

640 LEE ROAD

(Street)

CHESTERBROOK

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUXILIUM PHARMACEUTICALS INC [ AUXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2014		A		6,375⁽¹⁾	A	$0.00	31,668	D
Common Stock	02/18/2014		F⁽²⁾		704	D	$28.3	30,964	D
Common Stock	02/18/2014		A		14,500⁽³⁾	A	$0.00	45,464	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Option (Right to Buy)	$28.3	02/18/2014		A		35,000		02/18/2015⁽⁴⁾	02/17/2024	Common Stock	35,000	$0.00	35,000	D
Restricted Stock Units (Performance Based)	⁽⁵⁾	02/18/2014		A		24,000⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	24,000⁽⁶⁾	$0.00	24,000⁽⁶⁾	D

Explanation of Responses:

1. In February 2013, the reporting person was granted a performance share award, with the amount of shares to be determined based on the satisfaction of certain performance criteria. On February 18, 2014, the Compensation Committee awarded 23,775 shares to the reporting person based on its evaluation of the achievement of the performance criteria. These shares vested 33% on February 18, 2014 with the balance vesting in two installments: 33% on February 18, 2015 and 34% on February 18, 2016.

2. Payment of tax liability by withholding shares incident to the vesting of restricted stock issued in accordance with Rule 16b-3.

3. The restricted stock units vest in 3 annual installments of 33.33% each beginning on February 18, 2015.

4. The options vest in 4 equal annual installments beginning on the date indicated in this column.

5. Each restricted stock unit represents a contingent right to receive, at settlement, one share of stock of Auxilium Pharmaceuticals, Inc. (the "Registrant"). The restricted stock units vest on December 31, 2016.

6. See Remarks.

Remarks:

The amount of the award to Alan J. Wills is based upon the Registrant achieving a total shareholder return ("TSR") relative to the S&P Composite 1500- Pharmaceuticals, Biotechnology & Life Sciences Index (the "Reference Index") equal to that of the 75th percentile of the Reference Index for the period from January 1, 2014 to December 31, 2016 (the "Target TSR"), and will vest on December 31, 2016. The number of shares of the Registrant's common stock actually earned pursuant to the award may increase or decrease as follows: 1. To the extent that the Registrant's TSR during the measurement period is less than the Target TSR, the number of shares of the Registrant's common stock actually earned pursuant to the award will decrease by 1% for each full 1% below the Target TSR, not to exceed a minimum of 50% below the Target TSR (the "Threshold Goal") for a minimum number of 12,000 shares of the Registrant's common stock, and that portion of the award representing shares that have not been earned will be deemed to be cancelled and forfeited. 2. To the extent that the Registrant's TSR during the measurement period is greater than the Target TSR, the number of shares of the Registrant's common stock actually earned pursuant to the award will increase by 1% for each full 1% above the Target TSR, not to exceed a maximum of 50% above the Target TSR (the "Stretch Goal") for a maximum number of 36,000 shares of the Registrant's common stock. 3. If the Registrant's TSR during the measurement period does not achieve the Threshold Goal, the entire amount of the award will be deemed to be cancelled and forfeited.

	/s/ Michael J. Purvis, as attorney-in-fact on behalf of Alan J. Wills	02/20/2014
	** Signature of Reporting Person	Date
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