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 *

Wilson Kenneth H
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Sales and Marketing
(Last)          (First)          (Middle)

C/O AMAG PHARMACEUTICALS, INC., 1100 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/2/2014
(Street)

WALTHAM, MA 02451
(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   12/2/2014     A    20000   (1) (2) A   (3) 25388   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 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)   $39   12/2/2014     A      30000         (4) 12/2/2024   Common Stock   30000     (3) 30000   D    

Explanation of Responses:
( 1)  These shares of common stock are issuable by AMAG Pharmaceuticals, Inc. (the "Company") pursuant to a grant of restricted stock units by the Company pursuant to and subject to the Lumara Health Inc. Amended and Restated 2013 Incentive Compensation Plan (the "Lumara Equity Plan"). This grant of restricted stock units by the Company vests in four equal installments with the first annual installment vesting on November 13, 2015.
( 2)  Each restricted stock unit represents a contingent right to receive one share of AMAG Pharmaceuticals, Inc. common stock.
( 3)  Not applicable.
( 4)  This option to purchase shares of the Company is made pursuant to and subject to the Lumara Equity Plan, and vests and becomes exercisable in four equal annual installments with the first annual installment vesting on November 13, 2015.

Remarks:
Mr Wilson's full title is Senior Vice President of Sales and Marketing, Lumara Health Division and President, Lumara Health Division.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wilson Kenneth H
C/O AMAG PHARMACEUTICALS, INC.
1100 WINTER STREET
WALTHAM, MA 02451


SVP, Sales and Marketing

Signatures
Nancy R. Smith, attorney-in-fact for Reporting Person 12/4/2014
** 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 control number.
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