SEC Filing | Vertex Pharmaceuticals

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Negulescu Paul A

(Last)

(First)

(Middle)

C/O VERTEX PHARMACEUTICALS INCORPORATED

130 WAVERLY STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2004

3. Issuer Name and Ticker or Trading Symbol
VERTEX PHARMACEUTICALS INC / MA [ VRTX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Research

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,766	D
Common Stock	800⁽¹⁾	D
Common Stock	1,575⁽²⁾	D
Common Stock	20,000⁽³⁾	D
Common Stock	1,316	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options⁽⁴⁾	10/18/2001	07/17/2011	Common Stock	40,000	39.28	D
Stock Options⁽⁵⁾	10/22/2002	07/21/2012	Common Stock	23,433	15.87	D
Stock Options⁽⁶⁾	04/18/2007	01/17/2013	Common Stock	5,286	15.6	D
Stock Options⁽⁷⁾	04/18/2003	01/17/2013	Common Stock	43,568	15.6	D
Stock Options⁽⁸⁾	03/11/2004	12/11/2013	Common Stock	6,000	9.07	D
Stock Options⁽⁹⁾	06/17/2004	03/17/2014	Common Stock	11,813	9.69	D
Stock Options⁽¹⁰⁾	06/11/2005	12/10/2011	Common Stock	6,366	24.66	D
Stock Options⁽¹¹⁾	03/11/2002	12/10/2011	Common Stock	31,766	24.66	D
Stock Options⁽¹²⁾	02/01/2001	01/30/2007	Common Stock	62	1.22	D
Stock Options⁽¹³⁾	01/01/2002	01/01/2008	Common Stock	1,054	8.47	D
Stock Options⁽¹⁴⁾	08/01/2002	08/01/2008	Common Stock	1,550	8.47	D
Stock Options⁽¹⁵⁾	01/01/2003	01/01/2009	Common Stock	1,348	10.39	D
Stock Options⁽¹⁶⁾	12/01/2000	03/01/2009	Common Stock	10,009	12.5	D
Stock Options⁽¹⁷⁾	12/01/2001	04/01/2009	Common Stock	1,808	10.84	D
Stock Options⁽¹⁸⁾	12/01/2001	12/01/2009	Common Stock	6,847	19.16	D
Stock Options⁽¹⁹⁾	12/01/2001	02/01/2010	Common Stock	5,269	58.88	D
Stock Options⁽²⁰⁾	01/28/2004	09/28/2010	Common Stock	830	104.79	D
Stock Options⁽²¹⁾	09/28/2001	09/28/2010	Common Stock	17,769	104.79	D
Stock Options⁽²²⁾	01/12/2004	02/12/2011	Common Stock	1,038	41.44	D
Stock Options⁽²³⁾	12/01/2000	04/01/2009	Common Stock	516	10.84	D
Stock Options⁽²⁴⁾	12/01/2000	12/01/2009	Common Stock	8,652	19.16	D
Stock Options⁽²⁵⁾	02/12/2002	02/12/2011	Common Stock	23,885	41.44	D

Explanation of Responses:

1. Stock grant made under the Vertex 1996 Stock and Option Plan, vesting in 4 equal annual installments from 12/11/2003.

2. Stock grant made under the Vertex 1996 Stock and Option Plan, vesting on 3/17/2008, subject to acceleration upon achievement of certain performance-based milestones.

3. Stock grant made under the Vertex1996 Stock and Option Plan, vesting 50% on May 6, 2009, subject to acceleration upon achievement of a performance-based milestone based on Company profitability, and 50% on May 6, 2007.

4. Right to buy under the Vertex 1996 Stock and Option Plan vesting in 20 quarterly installments from 7/18/2001.

5. Right to buy under the Vertex 1996 Stock and Option Plan vesting in 20 quarterly installments from 7/22/2002.

6. Right to buy under the Vertex 1996 Stock and Option Plan granted 1/18/2003 vesting in 8 quarterly installments from 4/18/2007.

7. Right to buy under the Vertex 1996 Stock and Option Plan vesting in 20 quarterly installments from 1/18/2003.

8. Right to buy under the Vertex 1996 Stock and Option Plan vesting in 16 quarterly installments from 12/11/2003.

9. Right to buy under the Vertex 1996 Stock and Option Plan vesting in 16 quarterly installments from 3/17/2004.

10. Right to buy under the Vertex 1996 Stock and Option Plan granted 12/11/2001 vesting in 8 quarterly installments from 6/11/2005.

11. Right to buy under the Vertex 1996 Stock and Option Plan vesting in 20 quarterly installments from 12/11/2001.

12. Right to buy under the Aurora 1996 Stock Plan granted 1/30/1997 is fully vested.

13. Right to buy under the Aurora 1996 Stock Plan granted 11/20/1998 is fully vested.

14. Right to buy under the Aurora 1996 Stock Plan granted 11/20/1998 is fully vested.

15. Right to buy under the Aurora 1996 Stock Plan granted 1/1/1999 is fully vested.

16. Right to buy under the Aurora 1996 Stock Plan granted 3/1/1999 is fully vested.

17. Right to buy under the Aurora 1996 Stock Plan granted 4/1/1999 is fully vested.

18. Right to buy under the Aurora 1996 Stock Plan granted 12/1/1999 is fully vested.

19. Right to buy under the Aurora 1996 Stock Plan granted 2/1/2000 is fully vested.

20. Right to buy under the Aurora 1996 Stock Plan granted 9/28/2000 vests monthly from 1/28/2004.

21. Right to buy under the Aurora 1996 Stock Plan granted 9/28/2000 vests monthly from 9/28/2001.

22. Right to buy under the Aurora 1996 Stock Plan granted 2/12/2001 vests monthly from 1/12/2004.

23. Right to buy under the Aurora 1996 Stock Plan granted 4/1/1999 is fully vested.

24. Right to buy under the Aurora 1996 Stock Plan granted 12/1/1999 is fully vested.

25. Right to buy under the Aurora 1996 Stock Plan granted 2/12/2001 vests monthly from 2/12/2002.

Remarks:

	Valerie L. Andrews, Attorney-In-Fact	05/10/2004
	** 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 5 (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.




CONFIRMING STATEMENT

of Signature Authority







 This Statement confirms that the undersigned has authorized and designated Kenneth S. Boger, Valerie L. Andrews, Michelle O. Rosen and Anne L. Bruno, and each of them acting alone, to execute and file on behalf of the undersigned any and all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Vertex Pharmaceuticals Incorporated. The authority of Kenneth S. Boger, Valerie L. Andrews, Michelle O. Rosen and Anne L. Bruno under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 or 5 with regard to the undersigned's ownership of or transactions in securities of Vertex Pharmaceuticals Incorporated, unless earlier revoked in writing. The undersigned acknowledges that Kenneth S. Boger, Valerie L. Andrews, Michelle O. Rosen and Anne L. Bruno are not assuming, nor is Vertex Pharmaceuticals Incorpo
rated assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Act of 1934.



This Statement supersedes and replaces any earlier dated Statement that the undersigned has executed.







   By: /s/ Paul Negulescu



              Date: May 5, 2004