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 *
Carmichael Clare
  2. Issuer Name and Ticker or Trading Symbol
ALEXION PHARMACEUTICALS INC [ALXN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief HR Officer
(Last)
(First)
(Middle)
C/O ALEXION PHARMACEUTICALS, 352 KNOTTER DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2015
(Street)

CHESHIRE, CT 06410
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)
Code V Amount (A) or (D) Price
Common Stock, par value $.0001 per share 02/27/2015   A   5,100 (1) A $ 0 26,770 D  
Common Stock, par value $.0001 per share 02/27/2015   A   1,745 (2) A $ 0 28,515 D  
Common Stock, par value $.0001 per share 03/02/2015   S   706 (3) D $ 180.34 27,809 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock $ 180.37 02/27/2015   A   24,400 (4)   02/27/2016 02/27/2025 Common Stock, par value $.0001 per share 24,400 $ 0 24,400 D  
Option to Purchase Common Stock $ 180.37 02/27/2015   A   5,874 (5)   02/27/2016 02/27/2025 Common Stock, par value $.0001 per share 5,874 $ 0 5,874 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Carmichael Clare
C/O ALEXION PHARMACEUTICALS
352 KNOTTER DRIVE
CHESHIRE, CT 06410
      EVP, Chief HR Officer  

Signatures

 /s/ Michael Greco, Attorney-in-Fact for Clare Carmichael   03/03/2015
**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) Award of Restricted Stock Units under the 2004 Incentive Plan. 25% vests on each anniversary of the grant date.
(2) Award of Restricted Stock Units under the 2004 Incentive Plan. 1/3 vests on each anniversary of the grant date.
(3) This sale was made to cover withholding taxes immediately following the vesting of previously granted Restricted Stock Units.
(4) 25% vests on the first anniversary of the grant date and 1/16 every three months thereafter.
(5) 1/3 vests on each anniversary of the grant date.

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