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*
SHARER KEVIN W

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2012
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 09/11/2012 M 1,598 A $62.55 102,616 D
Common Stock 09/11/2012 M 193,402 A $62.55 296,018 D
Common Stock 09/11/2012 M 79,625 A $58.43 375,643 D
Common Stock 09/11/2012 G (1) V 274,625 A $0 423,119 I Living Trust
Common Stock 09/11/2012 G (1) V 274,625 D $0 101,018 (2) (3) D
Common Stock 09/11/2012 S 274,625 D $83.9618 (4) 148,494 I Living Trust
Common Stock 09/11/2012 S 50,585 D $83.9639 (5) 97,909 I Living Trust
Common Stock 09/11/2012 S 24,415 D $83.9665 (5) 73,494 I Living Trust
Common Stock 4,433.6295 (6) I By 401(k) 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) $62.55 09/11/2012 M 1,598 04/26/2011 04/26/2014 Common Stock 1,598 $0 0 D
Nqso (Right to Buy) $62.55 09/11/2012 M 193,402 04/26/2008 04/26/2014 Common Stock 193,402 $0 0 D
Nqso (Right to Buy) $58.43 09/11/2012 M 79,625 04/26/2011 04/26/2020 Common Stock 79,625 $0 159,250 D
Explanation of Responses:
1. These shares are being transferred to the reporting person's Living Trust.
2. These shares include the following Restricted Stock Units (RSUs) granted under the Company's equity plans: 9,250 RSUs which fully vest on 4/28/2013; 22,750 RSUs which vest in two equal annual installments of 11,375 each commencing 4/26/2013; 60,000 RSUs which vest in two equal installments of 19,800 each on 4/25/2013 and 4/25/2014 and one installment of 20,400 on 4/25/2015; and 8,933 RSUs which vest in three installments of 2,947, 2,948 and 3,038 on 4/27/2014, 4/27/2015 and 4/27/2016, respectively. Vested RSUs are paid in shares of the Company's common stock on a one-to-one basis.
3. These shares include 85 Dividend Equivalents (DEs) granted pursuant to the Amgen Inc. 2009 Equity Incentive Plan and subject to a qualifying dividend reinvestment plan. DEs are credited on 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. The price reported is an average price. The prices ranged from $83.79 to $84.12 per share. Full information regarding the number of shares sold at each separate price within the range set forth above is available upon request by the SEC staff, the issuer or a security holder of the issuer.
5. The price reported is an average price. The prices ranged from $83.795 to $84.16 per share. Full information regarding the number of shares sold at each separate price within the range set forth above is available upon request by the SEC staff, the issuer or a security holder of the issuer.
6. These are shares acquired under the Company's 401(k) Plan and represent interests in the Company's stock fund as of this filing.
/s/ Andrea Robinson, Attorney-in-Fact for Mr. Sharer 09/12/2012
** Signature of Reporting Person Date
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