Statement of Changes in Beneficial Ownership (4)
February 05 2021 - 4:45PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Arbuckle Stuart A |
2. Issuer Name and Ticker or Trading Symbol
VERTEX PHARMACEUTICALS INC / MA
[
VRTX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Commercial Officer |
(Last)
(First)
(Middle)
C/O VERTEX PHARMACEUTICALS INCORPORATED, 50 NORTHERN AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2021 |
(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/3/2021 | | A | | 8438 (1) | A | $0.00 | 43617 | D | |
Common Stock | 2/3/2021 | | A | | 12388 (2) | A | $0.00 | 56005 | D | |
Common Stock | 2/3/2021 | | A | | 13952 (3) | A | $0.00 | 69957 | D | |
Common Stock | 2/3/2021 | | M | | 1554 | A | $86.52 | 71511 | D | |
Common Stock | 2/3/2021 | | S(4) | | 148 | D | $211.22 (5)(6) | 71363 | D | |
Common Stock | 2/3/2021 | | S(4) | | 488 | D | $212.77 (6)(7) | 70875 | D | |
Common Stock | 2/3/2021 | | S(4) | | 497 | D | $213.90 (6)(8) | 70378 | D | |
Common Stock | 2/3/2021 | | S(4) | | 242 | D | $214.98 (6)(9) | 70136 | D | |
Common Stock | 2/3/2021 | | S(4) | | 90 | D | $215.80 | 70046 | D | |
Common Stock | 2/3/2021 | | S(4) | | 89 | D | $216.83 | 69957 | D | |
Common Stock | | | | | | | | 140 | I | 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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) | $86.52 | 2/3/2021 | | M | | | 1554 | (10) | 2/2/2027 | Common Stock | 1554 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | Represents earned performance shares with respect to a performance stock unit award granted on 02/06/2018 that contained performance-vesting requirements. The issuer's management development and compensation committee certified as to the level of performance-goal attainment on 02/03/2021 and the shares will vest on 02/17/2021. |
(2) | Represents earned performance shares with respect to a performance stock unit award granted on 02/05/2020 that contained performance-vesting requirements. The issuer's management development and compensation committee certified as to the level of performance-goal attainment on 02/03/2021 and the shares will vest in installments beginning on 02/10/2021. |
(3) | Restricted stock unit award that vests in installments beginning on 02/17/2022. |
(4) | Transaction made pursuant to Mr. Arbuckle's company approved trading plan under Rule 10b5-1. |
(5) | Open market sales reported on this line occurred at a weighted average price of $211.22 (range $211.06 to $211.27). |
(6) | Mr. Arbuckle undertakes to provide (upon request by the SEC staff, the issuer or a security holder of the issuer) full information regarding the number of shares sold at each separate price. |
(7) | Open market sales reported on this line occurred at a weighted average price of $212.77 (range $212.29 to $213.20). |
(8) | Open market sales reported on this line occurred at a weighted average price of $213.90 (range $213.49 to $214.17). |
(9) | Open market sales reported on this line occurred at a weighted average price of $214.98 (range $214.72 to $215.36). |
(10) | Fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Arbuckle Stuart A C/O VERTEX PHARMACEUTICALS INCORPORATED 50 NORTHERN AVENUE BOSTON, MA 02210 |
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| EVP, Chief Commercial Officer |
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Signatures
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/s/ Sabrina Yohai, Attorney-in-Fact | | 2/5/2021 |
**Signature of Reporting Person | Date |
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