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^*

Marshall Paul

(Last)

(First)

(Middle)

9360 TOWNE CENTRE DR

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMYLIN PHARMACEUTICALS INC [ AMLN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2012

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)
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	08/08/2012		J		31,723⁽¹⁾	D	$31	0.0	D
Common Stock	08/08/2012		J		1,631.9⁽²⁾	D	$31	473.3	I	Indirect-401k
Common Stock	08/08/2012		J		473.3⁽²⁾	D	$31	0.0	I	Indirect-401k
Common Stock	08/08/2012		J		4,984.3⁽²⁾	D	$31	2,990.1	I	by ESOP
Common Stock	08/08/2012		J		2,990.1⁽²⁾	D	$31	0.0	I	by ESOP

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)
Incentive Stock Option (right to buy)	$9.02	08/08/2012		J			5,597	⁽³⁾	03/04/2016	Common Stock	5,597	$31	0.0	D
Incentive Stock Option (right to buy)	$10.53	08/08/2012		J			11,069	⁽³⁾	09/20/2018	Common Stock	11,069	$31	0.0	D
Incentive Stock Option (right to buy)	$16.02	08/08/2012		J			7,553	⁽³⁾	03/06/2019	Common Stock	7,553	$31	0.0	D
Incentive Stock Option (right to buy)	$18.01	08/08/2012		J			6,904	⁽³⁾	02/02/2017	Common Stock	6,904	$31	0.0	D
Incentive Stock Option (right to buy)	$24.87	08/08/2012		J			7,145	⁽³⁾	03/04/2015	Common Stock	7,145	$31	0.0	D
Incentive Stock Option (right to buy)	$37.75	08/08/2012		H			10,596	⁽⁴⁾	12/18/2016	Common Stock	10,596	$0.0	0.0	D
Non-Qualified Stock Option (right to buy)	$9.02	08/08/2012		J			89,403	⁽³⁾	03/04/2016	Common Stock	89,403	$31	0.0	D
Non-Qualified Stock Option (right to buy)	$10.53	08/08/2012		J			23,931	⁽³⁾	09/20/2018	Common Stock	23,931	$31	0.0	D
Non-Qualified Stock Option (right to buy)	$16.02	08/08/2012		J			82,447	⁽³⁾	03/06/2019	Common Stock	82,447	$31	0.0	D
Non-Qualified Stock Option (right to buy)	$18.01	08/08/2012		J			63,096	⁽³⁾	02/02/2017	Common Stock	63,096	$31	0.0	D
Non-Qualified Stock Option (right to buy)	$24.87	08/08/2012		J			42,855	⁽³⁾	03/04/2015	Common Stock	42,855	$31	0.0	D
Non-Qualified Stock Option (right to buy)	$37.75	08/08/2012		H			29,404	⁽⁴⁾	12/18/2016	Common Stock	29,404	$0.0	0.0	D
Performance Shares	⁽⁵⁾	08/08/2012		J			30,000	⁽⁵⁾	⁽⁵⁾	Common Stock	30,000	$31	0.0	D

Explanation of Responses:

1. Represents a sale of shares to B&R Acquisition Company, a wholly-owned subsidiary of Bristol-Myers Squibb Company, either through directly tendering such shares or by virtue of a sale in the merger pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc. Includes unvested restricted stock units that were cancelled at the effective time of the merger in exchange for the right to receive cash payment for such restricted stock units at a price of $31.00 per restricted stock unit.

2. Represents a sale of shares to B&R Acquisition Company, a wholly-owned subsidiary of Bristol-Myers Squibb Company, either through directly tendering such shares or by virtue of a sale in the merger pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc.

3. Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc., these options, whether or not vested, were cancelled at the effective time of the merger in exchange for the right to receive cash payment in the amount of $31.00 per option less the exercise price of such option.

4. Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc., all options held by the reporting person with an exercise price above $31.00 per share were cancelled upon consummation of the merger.

5. Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2012, among Bristol-Myers Squibb Company, B&R Acquisition Company and Amylin Pharmaceuticals, Inc., these performance-based restricted stock units, whether or not vested, were canceled prior to consummation of the merger in exchange for the right to receive cash payment for each such restricted stock unit at a price of $31.00 per restricted stock unit.

	By: /s/ James R. Oehler, Attorney-in-Fact For: Paul G. Marshall	08/10/2012
	** 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.