Edgar Filing: AMGEN INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Michael A Kelly

2. Issuer Name and Ticker or Trading Symbol
AMGEN INC [AMGN]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP Finance & CAO

(Last)

(First)

(Middle)

ONE AMGEN CENTER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2009

(Street)

THOUSAND OAKS, CA 91320-1799

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 ⁽¹⁾	04/28/2009		A		1,257	A	$ 0	1,257	D
Common Stock								10,582 ⁽²⁾	D
Common Stock								174.2649 ⁽³⁾	I	401(k) Plan
Common Stock								50	I	Michael & Bonnie Kelly Family Trust

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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Nqso (Right to Buy)

$ 50.44

04/28/2009

8,800

04/28/2010⁽⁴⁾

04/28/2016

Common Stock

8,800

$ 0

8,800

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Michael A Kelly ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799			VP Finance & CAO

Signatures

/s/ Michael A. Kelly		04/29/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Restricted Stock Units (RSUs) were granted pursuant to the Company's Amended and Restated 1991 Equity Incentive Plan (the "1991 Plan"). RSUs vest in four equal annual installments as follows: 314 RSUs on each of 4/28/2010, 4/28/2011 and 4/28/2012 and 315 RSUs on 4/28/2013. Vested RSUs will be paid in shares of the Company's common stock on a one-to-one basis unless payment is otherwise deferred by the reporting person.
(2)	These shares include the following RSUs issued under the 1991 Plan: 7,500 RSUs which vest in 3 equal annual installments of 2,500 each commencing 7/31/2009; and 2,286 RSUs which vest in 4 annual installments as follows: 571 RSUs on 4/29/2009 and 4/29/2011 and 572 RSUs on 572 RSUs on 4/29/2010 and 4/29/2012. Vested RSUs issued under the 1991 Plan are paid in shares of the Company's Common Stock on a one-to-one basis, unless deferred by the reporting person.
(3)	These are shares acquired under the Company's 401(k) Plan and represent interests in the Company's stock fund as of this filing.
(4)	These shares are exercisable in four equal annual installments of 25% each commencing 04/28/2010.

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