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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* THOMAS FRANK E (Last) (First) (Middle) C/O AMAG PHARMACEUTICALS, INC. 1100 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AMAG PHARMACEUTICALS INC. [ AMAG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President & COO
	3. Date of Earliest Transaction (Month/Day/Year) 02/26/2016
	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	02/26/2016		F		7,417(1)	D	$27.01	99,529	D
Common Stock	02/26/2016		F		1,361(2)	D	$27.01	98,168	D
Common Stock	02/27/2016		F		458(3)	D	$27.01	97,710	D
Common Stock	02/29/2016		F		515(4)	D	$26.28	97,195	D
Common Stock	03/01/2016		A		17,000(5)(6)	A	(8)	114,195	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$25.18	03/01/2016		A		40,000		(7)	03/01/2026	Common Stock	40,000	(8)	40,000	D

Explanation of Responses:

1. Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 8,300 restricted stock units ("RSUs") on January 15, 2016, 9,230 RSUs on January 4, 2016 and 5,000 RSUs on January 4, 2016. Due to the black-out policies implemented by AMAG Pharmaceuticals, Inc. (the "Issuer"), the shares of the Issuer's Common Stock underlying such vested RSUs were not delivered to the reporting person until February 26, 2016, at which time an aggregate of 7,417 shares were withheld to satisfy the reporting person's applicable tax obligations.

2. Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 4,166 RSUs on February 26, 2016. 1,361 shares were withheld to satisfy the reporting person's applicable tax obligations.

3. Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 1,400 RSUs on February 27, 2016. 458 shares were withheld to satisfy the reporting person's applicable tax obligations.

4. Represents shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of 1,575 RSUs on February 29, 2016. 515 shares were withheld to satisfy the reporting person's applicable tax obligations.

5. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer.

6. These shares of Common Stock are issuable pursuant to a grant of RSUs pursuant to the Issuer's Third Amended and Restated 2007 Equity Incentive Plan (as amended, the "Plan") and will vest in three equal annual installments with the first installment vesting on March 1, 2017.

7. Grant of stock option pursuant to the Plan. This option will vest and become exercisable over four years after the grant date as follows: (i) 25% on the first anniversary of the grant date and (ii) the balance vesting in equal quarterly installments over the next three years thereafter.

8. Not applicable.

	Nancy R. Smith, attorney-in-fact	03/01/2016
	** 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).
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