FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LAW ANNE-MARIE
2. Issuer Name and Ticker or Trading Symbol

ALEXION PHARMACEUTICALS, INC. [ ALXN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, Chief Experience Officer
(Last)          (First)          (Middle)

C/O ALEXION PHARMACEUTICALS, INC., 121 SEAPORT BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2020
(Street)

BOSTON, MA 02210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/28/2020  A  10200 (1)A$0 45292 D  
Common Stock 3/2/2020  F  1308 (2)D$90.54 (3)43984 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Award of Restricted Stock Units under the 2017 Incentive Plan. 25% vests on each anniversary of the grant date.
(2) This sale was made to cover withholding taxes immediately following the vesting of previously granted Restricted Stock Units.
(3) This transaction was executed in multiple trades through a broker-dealer at prices ranging from $90.48 - $92.39. The price reported in this column reflects the weighted average sales price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of shares sold at each price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LAW ANNE-MARIE
C/O ALEXION PHARMACEUTICALS, INC.
121 SEAPORT BOULEVARD
BOSTON, MA 02210


EVP, Chief Experience Officer

Signatures
/s/ Douglas Barry, Attorney-in-Fact for Anne-Marie Law3/3/2020
**Signature of Reporting PersonDate

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