SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MCCOURT Thomas A

(Last) (First) (Middle)
128 SIDNEY STREET

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACCELERON PHARMA INC [ XLRN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2020
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 09/11/2020 M(1) 20,000 A $32.98 24,422 D
Common Stock 09/11/2020 M(1) 3,272 A $30.17 27,694 D
Common Stock 09/11/2020 S(1) 9,176 D $89.98(2) 18,518 D
Common Stock 09/11/2020 S(1) 13,896 D $90.64(3) 4,622 D
Common Stock 09/11/2020 S(1) 200 D $91.38(4) 4,422 D
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 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: 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
Option to Purchase Common Stock $32.98 09/11/2020 M(1) 20,000 (5) 07/25/2026 Common Stock 20,000 $0 0 D
Option to Purchase Common Stock $30.17 09/11/2020 M(1) 3,272 (6) 03/02/2027 Common Stock 3,272 $0 0 D
Explanation of Responses:
1. The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.31 to $90.30 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.31 to $91.16 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.34 to $91.42 inclusive. The reporting person undertakes to provide Acceleron Pharma Inc., any security holder of Acceleron Pharma Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
5. The shares of common stock underlying this stock option award vested in equal quarterly installments over the first three years after the grant date.
6. The shares of common stock underlying this stock option award vested in full on the one year anniversary of the grant date.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Adam M. Veness, as attorney-in-fact for Thomas A. McCourt 09/15/2020
** 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 Number.
								Exhibit 24

				POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kevin F. McLaughlin and Adam M. Veness, Esq., signing singly,
as the undersigned's true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an officer and/or director of
                  Acceleron Pharma Inc. (the "Company"), Forms 3, 4 and 5 in
                  accordance with Section 16(a) of the Securities Exchange Act
                  of 1934, as amended (the "Act"), and the rules thereunder;

         (2)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4 or 5 and timely file such form
                  with the United States Securities and Exchange Commission and
                  any stock exchange or similar authority; and

         (3)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Power of Attorney shall be in such form and shall contain such
                  terms and conditions as such attorney-in-fact may approve in
                  such attorney-in-fact's discretion.

         The undersigned hereby grants to each attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all the acts such attorney-in-fact shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that each of the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Act.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of February 24, 2020.


                   By:  /s/ Thomas McCourt
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           Print Name:  Thomas McCourt
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