XLRN / Acceleron Pharma Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Acceleron Pharma Inc
US ˙ NASDAQ ˙ US00434H1086
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 529900TQRID2UY164805
CIK 1280600
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Acceleron Pharma Inc
SEC Filings (Chronological Order)
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December 2, 2021 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-36065 Acceleron Pharma Inc. (Exact name of registrant as specified in its c

November 24, 2021 SC 13D/A

XLRN / Acceleron Pharma Inc / Avoro Capital Advisors LLC - ACCELERON PHARMA INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Acceleron Pharma Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 00434H108 (CUSIP Number) Scott Epstein Avoro Capital Advisors LLC 110 Greene Street, Suite 800 New York, NY 10012 (212) 937-4970 Eleazer Klein, Esq. Adrian

November 22, 2021 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2021 ACCELERON PHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other (Commission (I.R.S. Employer jurisdiction)

November 22, 2021 SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 ACCELERON PHARMA INC. (Name of Subject Company (Issu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 ACCELERON PHARMA INC. (Name of Subject Company (Issuer)) Astros Merger Sub, Inc. a wholly owned subsidiary of Merck Sharp & Dohme Corp. (Names of Filing Persons (Offerors)) Common Stock, par value $0.00

November 22, 2021 EX-99.(A)(5)(L)

Press release issued by Merck & Co., Inc., dated November 22, 2021.

Exhibit (a)(5)(L) FOR IMMEDIATE RELEASE Media Contacts: Jessica Fine Investor Contacts: Peter Dannenbaum (908) 608-4859 (908) 740-1037 Melissa Moody Steven Graziano (215) 407-3536 (908) 740-6582 Merck Completes Acquisition of Acceleron Pharma Inc.

November 22, 2021 EX-99.(A)(5)(J)

Merck Completes Acquisition of Acceleron Pharma Inc.

Exhibit (a)(5)(J) News Release FOR IMMEDIATE RELEASE Media Contacts: Jessica Fine (908) 608-4859 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Completes Acquisition of Acceleron Pharma Inc.

November 22, 2021 EX-3.2

Amended and Restated Bylaws of the Company.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF Acceleron Pharma Inc. Article I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors (the

November 22, 2021 EX-99.(A)(5)(I)

Merck Completes Tender Offer to Acquire Acceleron Pharma Inc.

Exhibit (a)(5)(I) News Release FOR IMMEDIATE RELEASE Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Completes Tender Offer to Acquire Acceleron Pharma Inc.

November 22, 2021 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON PHARMA INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 00434H108

November 22, 2021 EX-99.(A)(5)(K)

Press release issued by Merck & Co., Inc., dated November 19, 2021.

Exhibit (a)(5)(k) FOR IMMEDIATE RELEASE Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Completes Tender Offer to Acquire Acceleron Pharma Inc.

November 22, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACCELERON PHARMA INC. FIRST: The name of the corporation is Acceleron Pharma Inc. (hereinafter, the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of its registered agent at

November 17, 2021 SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 ACCELERON PHARMA INC. (Name of Subject Company (Issu

SC TO-T/A 1 d252291dsctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 ACCELERON PHARMA INC. (Name of Subject Company (Issuer)) Astros Merger Sub, Inc. a wholly owned subsidiary of Merck Sharp & Dohme Corp. (Names of Filing Persons

November 17, 2021 EX-99.(A)(5)(H)

Merck Announces Expiration of Hart-Scott-Rodino Act Waiting Period and Extension of Tender Offer to Acquire Acceleron Pharma Inc.

Exhibit (a)(5)(H) News Release Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Announces Expiration of Hart-Scott-Rodino Act Waiting Period and Extension of Tender Offer to Acquire Acceleron Pharma Inc.

November 17, 2021 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON PHARMA INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 00434H108

November 17, 2021 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Avoro Capital Advisors LLC Behzad Aghazadeh (Name of Persons Filing Statement) Common Stock, $0.001 per share (Title of Class of Securities) 00434H

November 17, 2021 EX-99.(A)(5)(J)

Press release issued by Merck & Co., Inc., dated November 17, 2021.

Exhibit (a)(5)(j) News Release Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Announces Expiration of Hart-Scott-Rodino Act Waiting Period and Extension of Tender Offer to Acquire Acceleron Pharma Inc.

November 12, 2021 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON PHARMA INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 00434H108

November 10, 2021 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Avoro Capital Advisors LLC Behzad Aghazadeh (Name of Persons Filing Statement) Common Stock, $0.001 per share (Title of Class of Securities) 00434H

November 10, 2021 SC 14D9/A

PDF TO EXHIBIT 3

November 8, 2021 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject

SC 14D9/A 1 tm2132291d1sc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON PHARMA INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per sh

November 8, 2021 EX-99.(A)(5)(I)

Press release issued by Merck & Co, Inc., dated November 8, 2021.

Exhibit (a)(5)(I) News Release Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Announces Receipt of Antitrust Clearance in Germany and Austria Relating to Tender Offer to Acquire Acceleron Pharma Inc.

November 8, 2021 SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 ACCELERON PHARMA INC. (Name of Subject Company (Issu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 ACCELERON PHARMA INC. (Name of Subject Company (Issuer)) Astros Merger Sub, Inc. a wholly owned subsidiary of Merck Sharp & Dohme Corp. (Names of Filing Persons (Offerors)) Common Stock, par value $0.00

November 8, 2021 EX-99.(A)(5)(G)

Merck Announces Receipt of Antitrust Clearance in Germany and Austria Relating to Tender Offer to Acquire Acceleron Pharma Inc.

Exhibit (a)(5)(G) News Release Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Announces Receipt of Antitrust Clearance in Germany and Austria Relating to Tender Offer to Acquire Acceleron Pharma Inc.

November 4, 2021 EX-99.1

Acceleron Reports Third Quarter 2021 Financial Results - Acceleron recognized approximately $32.0 million in royalty revenue for Q3 2021 from approximately $160 million in net sales of REBLOZYL® (luspatercept-aamt) - - Three clinical abstracts on REB

Exhibit 99.1 Acceleron Reports Third Quarter 2021 Financial Results - Acceleron recognized approximately $32.0 million in royalty revenue for Q3 2021 from approximately $160 million in net sales of REBLOZYL? (luspatercept-aamt) - - Three clinical abstracts on REBLOZYL have been accepted for presentation at the 63rd American Society of Hematology (ASH) Annual Meeting and Exposition scheduled for De

November 4, 2021 EX-10.3

Amendment to the Employment Agreement between Sujay Kango and Acceleron Pharma Inc., dated as of September 29, 2021

Exhibit 10.3 AMENDMENT TO THE EMPLOYMENT AGREEMENT This Amendment (?Amendment?), effective as of September 29, 2021, by and between Acceleron Pharma Inc., a Delaware corporation (?Acceleron?), and Sujay Kango, EVP, Chief Commercial Officer (the ?Executive?), amends that certain Employment Agreement between Executive and Acceleron, dated as of February 12, 2018 (?Agreement?). Together Acceleron and

November 4, 2021 EX-10.2

Amendment to the Employment Agreement between Jay Backstrom and Acceleron Pharma Inc., dated as of September 29, 2021

Exhibit 10.2 AMENDMENT TO THE EMPLOYMENT AGREEMENT This Amendment (?Amendment?), effective as of September 29, 2021, by and between Acceleron Pharma Inc., a Delaware corporation (?Acceleron?), and Jay Backstrom, EVP, Research and Development (the ?Executive?), amends that certain Employment Agreement between Executive and Acceleron, dated as of December 10, 2019 (?Agreement?). Together Acceleron a

November 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

November 4, 2021 EX-10.1

Amendment to the Employment Agreement between Habib Dable and Acceleron Pharma Inc., dated as of September 29, 2021

Exhibit 10.1 AMENDMENT TO THE EMPLOYMENT AGREEMENT This Amendment (?Amendment?), effective as of September 29, 2021, by and between Acceleron Pharma Inc., a Delaware corporation (?Acceleron?), and Habib Dable, President and Chief Executive Officer (the ?Executive?), amends that certain Employment Agreement between Executive and Acceleron, dated as of September 23, 2016 (?Agreement?). Together Acce

November 4, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

November 4, 2021 EX-10.5

Amendment to the Employment Agreement between Adam Veness and Acceleron Pharma Inc., dated as of September 29, 2021

Exhibit 10.5 AMENDMENT TO THE EMPLOYMENT AGREEMENT This Amendment (?Amendment?), effective as of September 29, 2021, by and between Acceleron Pharma Inc., a Delaware corporation (?Acceleron?), and Adam Veness, SVP, General Counsel (the ?Executive?), amends that certain Amended and Restated Employment Agreement between Executive and Acceleron, dated as of June 5, 2019 (?Agreement?). Together Accele

November 4, 2021 EX-10.4

Amendment to the Employment Agreement between Kevin McLaughlin and Acceleron Pharma Inc., dated as of September 29, 2021

Exhibit 10.4 AMENDMENT TO THE EMPLOYMENT AGREEMENT This Amendment (?Amendment?), effective as of September 29, 2021, by and between Acceleron Pharma Inc., a Delaware corporation (?Acceleron?), and Kevin McLaughlin, SVP, Chief Financial Officer (the ?Executive?), amends that certain Employment Agreement between Executive and Acceleron, dated as of February 13, 2014, as amended (?Agreement?). Togeth

November 1, 2021 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON PHARMA INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 00434H108

November 1, 2021 SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 ACCELERON PHARMA INC. (Name of Subject Company (Issu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 ACCELERON PHARMA INC. (Name of Subject Company (Issuer)) Astros Merger Sub, Inc. a wholly owned subsidiary of Merck Sharp & Dohme Corp. (Names of Filing Persons (Offerors)) Common Stock, par value $0.00

November 1, 2021 EX-99.(A)(5)(F)

Merck Announces Withdrawal and Refiling under the Hart-Scott-Rodino Act and Extension of Tender Offer to Acquire Acceleron Pharma Inc.

Exhibit (a)(5)(F) News Release Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Announces Withdrawal and Refiling under the Hart-Scott-Rodino Act and Extension of Tender Offer to Acquire Acceleron Pharma Inc.

November 1, 2021 EX-99.(A)(5)(H)

Press release issued by Merck & Co, Inc., dated October 29, 2021.

Exhibit 99.(a)(5)(H) News Release Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Announces Withdrawal and Refiling under the Hart-Scott-Rodino Act and Extension of Tender Offer to Acquire Acceleron Pharma Inc. KENILWORTH, N.J., Oct. 29, 2021?Merck (NYSE: MRK), known as MSD outside the

October 28, 2021 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Avoro Capital A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Avoro Capital Advisors LLC Behzad Aghazadeh (Name of Persons Filing Statement) Common Stock, $0.001 per share (Title of Class of Securities) 00434H108 (CUSIP Number

October 27, 2021 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

October 20, 2021 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Darwin Global M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Darwin Global Management Limited Abhishek Trehan (Name of Persons Filing Statement) Common Stock, $0.001 per share (Title of Class of Securities) 00434H108 (CUSIP Nu

October 13, 2021 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Holocene Adviso

SC 14D9 1 p21-2306sc14dn.htm ACCELERON PHARMA INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Holocene Advisors, LP (Name of Persons Filing Statement) Common Stock, $0.001 per share (Title of Class of Securit

October 12, 2021 EX-99.(A)(1)(D)

Offer to Purchase All Outstanding Shares of Common Stock ACCELERON PHARMA INC. $180.00 Per Share, Net in Cash Pursuant to the Offer to Purchase dated October 12, 2021 Astros Merger Sub, Inc., a wholly owned subsidiary of MERCK SHARP & DOHME CORP.

Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of ACCELERON PHARMA INC.

October 12, 2021 EX-99.(A)(1)(E)

Notice of Offer to Purchase All Outstanding Shares of Common Stock ACCELERON PHARMA INC. at $180.00 Per Share, Net in Cash Astros Merger Sub, Inc., a wholly owned subsidiary of MERCK SHARP & DOHME CORP.

Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

October 12, 2021 EX-99.(D)(2)

August 17, 2021

Exhibit (d)(2) August 17, 2021 Merck & Co., Inc. 2000 Galloping Hill Road Kenilworth, NJ 07033 Attention: Sunil A. Patel Senior Vice President and Head of Business & Licensing Development Ladies and Gentlemen: In connection with your interest in a possible negotiated business combination (the ?Possible Transaction?) with Acceleron Pharma Inc. a Delaware corporation (the ?Company?), you have reques

October 12, 2021 EX-99.(A)(1)(F)

Merck Begins Tender Offer to Acquire Acceleron Pharma Inc.

Exhibit (a)(1)(F) News Release Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Merck Begins Tender Offer to Acquire Acceleron Pharma Inc.

October 12, 2021 EX-99.(A)(1)(A)

Offer To Purchase All Outstanding Shares of Common Stock ACCELERON PHARMA INC. $180.00 Per Share, Net in Cash Astros Merger Sub, Inc., a wholly owned subsidiary of MERCK SHARP & DOHME CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EA

Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of ACCELERON PHARMA INC.

October 12, 2021 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ? ACCELERON PHARMA INC. (Name of Subject Company) ? ACCELERON PHARMA INC. (Name of Person(s) Filing Statement) ? Common Stock, $0.001 par value per share (Title of Class of Securities) 00434H108 (CUS

October 12, 2021 EX-99.(A)(1)(B)

Letter of Transmittal to Tender Shares of Common Stock of Acceleron Pharma Inc. $180.00 Per Share, Net in Cash Pursuant to the Offer to Purchase dated October 12, 2021 Astros Merger Sub, Inc. a wholly owned subsidiary of Merck Sharp & Dohme Corp.

Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Acceleron Pharma Inc.

October 12, 2021 SC TO-T

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company (Issuer)) Astros Merg

SC TO-T 1 d202184dsctot.htm SC TO-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company (Issuer)) Astros Merger Sub, Inc. a wholly owned subsidiary of Merck Sharp & Dohme Corp. (Names of Filing Persons (Offerors)) Common St

October 12, 2021 EX-99.(A)(1)(C)

Offer to Purchase All Outstanding Shares of Common Stock ACCELERON PHARMA INC. $180.00 Per Share, Net in Cash Pursuant to the Offer to Purchase dated October 12, 2021 Astros Merger Sub, Inc., a wholly owned subsidiary of MERCK SHARP & DOHME CORP. THE

Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of ACCELERON PHARMA INC.

October 5, 2021 SC 13D

XLRN / Acceleron Pharma Inc / Avoro Capital Advisors LLC - ACCELERON PHARMA INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Acceleron Pharma Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 00434H108 (CUSIP Number) Scott Epstein Avoro Capital Advisors LLC 110 Greene Street, Suite 800 New York, NY 10012 (212) 937-4970 Eleazer Klein, Esq. Adriana S

October 1, 2021 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company — Issuer) ASTROS MERGE

SC TO-C 1 d237989dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company — Issuer) ASTROS MERGER SUB, INC. a wholly owned subsidiary of MERCK SHARP & DOHME CORP. (Names of Filing Persons — Offerors) Common Sto

October 1, 2021 EX-99.1

REFINITIV STREETEVENTS

EX-99.1 2 d237989dex991.htm EX-99.1 Exhibit 99.1 REFINITIV STREETEVENTS EDITED TRANSCRIPT XLRN.OQ - Acceleron Pharma Inc Acquired by Merck & Co Inc Call EVENT DATE/TIME: SEPTEMBER 30, 2021 / 12:00PM GMT OVERVIEW: On 09/30/21, XLRN and Merck announced they have entered into definitive agreement under which Merck, through a subsidiary, will acquire XLRN for $180 per share in cash for an approximate

September 30, 2021 EX-2.1

Agreement and Plan of Merger, dated as of September 29, 2021, by and among Acceleron Pharma Inc., Merck Sharp & Dohme Corp. and Astros Merger Sub, Inc.

EX-2.1 2 tm2128840d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among MERCK SHARP & DOHME CORP. ASTROS MERGER SUB, INC. and ACCELERON PHARMA INC. Dated as of September 29, 2021 TABLE OF CONTENTS Article I THE OFFER 2 Section 1.1. The Offer 4 Section 1.2. Company Consent; Schedule 14D-9 5 Section 1.3. Stockholder Lists 5 Article II THE MERGER 5 Section 2.1. The Merger 5 Section 2

September 30, 2021 EX-99.2

Email from Habib Dable, the President and Chief Executive Officer of the Company, to the Company’s Employees, dated September 30, 2021.

EX-99.2 2 tm2128840d2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 All Staff Email Good morning, Accelerators, At Acceleron, we have all committed to our mission to accelerate the discovery, development, and commercialization of innovative medicines to transform patients’ lives. Together, we have achieved remarkable milestones—from advancing an Acceleron-discovered molecule from the lab to successful comme

September 30, 2021 EX-99.4

Letter to Vendors, Service Providers and Collaborators, dated September 30, 2021.

EX-99.4 4 tm2128840d2ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Vendor/Service Provider/Collaborator Letter Today, we announced that we have entered into a definitive agreement to be acquired by Merck. I’ve attached a copy of the joint press release we issued for your reference. We believe this transaction is a testament to the unique company that we have built upon a strong foundation of innovation, pe

September 30, 2021 EX-99.4

Investor presentation of Merck & Co., Inc., dated September 30, 2021.

EX-99.4 5 d202184dex994.htm EX-99.4 Exhibit 99.4 Acquisition of Acceleron Pharma September 30, 2021Exhibit 99.4 Acquisition of Acceleron Pharma September 30, 2021 Confidential Agenda • Strategic Rationale | Rob Davis, Chief Executive Officer • Scientific Overview | Dr. Dean Li, President, Merck Research Labs (MRL) • Clinical Profile | Dr. Roy Baynes, SVP and Chief Medical Officer, MRL • Commercial

September 30, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2021 ACCELERON PHARMA INC. (Exact name of registrant as specified in its charter) Delaware 001-36065 27-0072226 (state or other jurisdiction (Commission (I.R.S. Employer

September 30, 2021 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Avoro Capital A

SC14D9C 1 p21-2236sc14d9c.htm ACCELERON PHARMA INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Acceleron Pharma Inc. (Name of Subject Company) Avoro Capital Advisors LLC Behzad Aghazadeh (Name of Persons Filing Statement) Common Stock, $0.001 per share (Ti

September 30, 2021 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company — Issuer) ASTROS MERGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company ? Issuer) ASTROS MERGER SUB, INC. a wholly owned subsidiary of MERCK SHARP & DOHME CORP. (Names of Filing Persons ? Offerors) Common Stock, par value $0.001 per share (Titl

September 30, 2021 EX-99.2

Email from Robert M. Davis, chief executive officer and president of Merck & Co., Inc., to employees of Merck & Co., Inc., dated September 30, 2021.

EX-99.2 Exhibit 99.2 An important moment for patients, our pipeline, and our purpose Dear Colleagues, Today marks an important moment for patients, our pipeline, and our purpose. I am very pleased to announce our acquisition of Acceleron Pharma, a publicly traded biopharmaceutical company, focused on harnessing the power of the TGF-beta protein superfamily, known to play a central role in the regu

September 30, 2021 EX-99.3

Social media posts of Merck & Co., Inc. or its representatives, dated September 30, 2021.

EX-99.3 4 d202184dex993.htm EX-99.3 Exhibit 99.3 Merck Twitter post: Today we announced that we have entered into a definitive agreement to acquire @AcceleronPharma to complement and strengthen our #cardiovascular pipeline. Learn more: http://merck.us/39Td5p6 $MRK Merck LinkedIn post: Today we announced that we have entered into a definitive agreement to acquire Acceleron Pharma to complement and

September 30, 2021 EX-99.3

Employee Q&A, dated September 30, 2021.

Exhibit 99.3 Employee Q&A 1. Why did we agree to sell Acceleron? a. We have an exceptional team that has created a valuable company with a commercial-stage asset in rare anemias and mid- to late-stage pipeline focused on patients with rare pulmonary diseases. On balance, when taking into account the best interests of our shareholders and the patients we currently serve and hope to serve in the fut

September 30, 2021 EX-99.1

Merck to Acquire Acceleron Pharma Inc. Acquisition Complements and Strengthens Merck’s Cardiovascular Pipeline Sotatercept is a Potentially First-In-Class Therapy in Phase 3 Development for the Treatment of Pulmonary Arterial Hypertension REBLOZYL® (

Exhibit 99.1 Confidential News Release FOR IMMEDIATE RELEASE Merck Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Merck Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Acceleron Media Contact: Matt Fearer (617) 301-9557 Acceleron Investor Contacts: Todd James (617) 649-9393 Jamie Bernard, IRC (617) 301-9650 Merck to Acquire Acceleron Phar

September 30, 2021 EX-99.5

Email to Key Opinion Leaders, dated September 30, 2021.

Exhibit 99.5 Today, Acceleron and Merck (MSD outside of USA and Canada) announced that the companies have entered into a definitive agreement under which Merck will acquire Acceleron. Please see the news release here. On behalf of the entire team at Acceleron, I want to thank you for your support of the sotatercept clinical program. Your role remains essential for successfully advancing the clinic

September 30, 2021 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ACCELERON PHARMA INC. (Name of Subject Company) ACCELERON PHARMA INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities) 00434H108 (CUSIP Number of C

September 30, 2021 EX-99.1

Joint press release issued by Merck & Co., Inc. and Acceleron Pharma Inc., dated September 30, 2021.

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE Merck Media Contacts: Patrick Ryan (973) 275-7075 Melissa Moody (215) 407-3536 Merck Investor Contacts: Peter Dannenbaum (908) 740-1037 Steven Graziano (908) 740-6582 Acceleron Media Contact: Matt Fearer (617) 301-9557 Acceleron Investor Contacts: Todd James (617) 649-9393 Jamie Bernard, IRC (617) 301-9650 Merck to Acquire Acceleron Pharma Inc. Acqui

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

August 5, 2021 EX-99.1

Acceleron Reports Second Quarter 2021 Financial Results - Highlighted ongoing and planned trials in rare pulmonary diseases and presented vision and strategy for long-term growth at June R&D Day - - Updates from the PULSAR and SPECTRA Phase 2 trials

Exhibit 99.1 Acceleron Reports Second Quarter 2021 Financial Results - Highlighted ongoing and planned trials in rare pulmonary diseases and presented vision and strategy for long-term growth at June R&D Day - - Updates from the PULSAR and SPECTRA Phase 2 trials of sotatercept in patients with pulmonary arterial hypertension (PAH) presented at the American Thoracic Society (ATS) 2021 International

August 5, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fi

August 5, 2021 EX-10.1

Collaboration, License and Option Agreement between Acceleron Pharma Inc. and Celgene Corporation, dated as of August 2, 2011

EXHIBIT 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[* * *]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. COLLABORATION, LICENSE AND OPTION AGREEMENT by and between ACCELERON PHARMA, INC. and CELGENE CORPORATION August 2, 2011 CERT

July 28, 2021 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

June 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

June 22, 2021 EX-99.1

R E S E A R C H & D E V E L O P M E N T D A Y 2 0 2 1 J U N E 2 2 , 2 0 2 1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS AND PROSPECTS ACTUAL RESULTS COULD DIFFE

R E S E A R C H & D E V E L O P M E N T D A Y 2 0 2 1 J U N E 2 2 , 2 0 2 1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY?S STRATEGY, FUTURE PLANS AND PROSPECTS ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE INCLUDED IN THE FORWARD-LOOKING STATEMENTS DUE TO VARIOUS THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESENTATION ARE BA

June 21, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

June 17, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

June 17, 2021 EX-99.1

Bristol Myers Squibb and Acceleron Present First Results from Phase 2 BEYOND Study of Reblozyl® (luspatercept-aamt) in Adults with Non-Transfusion Dependent (NTD) Beta Thalassemia Results showed treatment with Reblozyl plus best supportive care impro

EX-99.1 2 xlrn-20210611xform8kxex991.htm EX-99.1 Exhibit 99.1 Bristol Myers Squibb and Acceleron Present First Results from Phase 2 BEYOND Study of Reblozyl® (luspatercept-aamt) in Adults with Non-Transfusion Dependent (NTD) Beta Thalassemia Results showed treatment with Reblozyl plus best supportive care improved anemia in 77% of patients compared to placebo Reblozyl was generally well tolerated

May 19, 2021 EX-99.2

Acceleron Presents Preliminary Data from the SPECTRA Phase 2 Trial of Sotatercept in Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society 2021 International Conference – Treatment with sotatercept in the ongoing SPECTRA Phase 2 tria

EX-99.2 3 xlrn-20210519ex992.htm EX-99.2 Exhibit 99.2 Acceleron Presents Preliminary Data from the SPECTRA Phase 2 Trial of Sotatercept in Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society 2021 International Conference – Treatment with sotatercept in the ongoing SPECTRA Phase 2 trial was associated with improvements in resting and exercise hemodynamics at week 24 – – Sotaterce

May 19, 2021 EX-99.1

Acceleron Presents Interim Results from the Open-label Extension of the PULSAR Phase 2 Trial of Sotatercept in Patients with Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society 2021 International Conference - Data presented show ma

EX-99.1 2 xlrn-20210519ex991.htm EX-99.1 Exhibit 99.1 Acceleron Presents Interim Results from the Open-label Extension of the PULSAR Phase 2 Trial of Sotatercept in Patients with Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society 2021 International Conference - Data presented show maintained or improved responses in multiple efficacy endpoints among patients treated with sotate

May 19, 2021 EX-99.3

A T S 2 0 21 I N T E R N A T I O N A L C O N F E R E N C E A C C E L E R O N I N V E S T O R A N D A N A L Y S T C A L L M A Y 1 9 , 2 0 2 1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’

A T S 2 0 21 I N T E R N A T I O N A L C O N F E R E N C E A C C E L E R O N I N V E S T O R A N D A N A L Y S T C A L L M A Y 1 9 , 2 0 2 1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY?S STRATEGY, FUTURE PLANS AND PROSPECTS, including statements regarding the development and commercialization of sotatercept in pulmonary arterial hypertension (?PAH?) and of the Company?s other compounds, the timeline for clinical development and regulatory approval of the Company?s compounds and the expected timing for reporting of data from ongoing clinical trials.

May 19, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission File

May 6, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission File

May 6, 2021 EX-99.1

Acceleron Reports First Quarter 2021 Financial Results - PULSAR Phase 2 trial results published in New England Journal of Medicine - - Updates from the PULSAR and SPECTRA Phase 2 trials of sotatercept in patients with pulmonary arterial hypertension

EX-99.1 2 xlrn-20210506ex991.htm EX-99.1 Exhibit 99.1 Acceleron Reports First Quarter 2021 Financial Results - PULSAR Phase 2 trial results published in New England Journal of Medicine - - Updates from the PULSAR and SPECTRA Phase 2 trials of sotatercept in patients with pulmonary arterial hypertension (PAH) to be presented at the American Thoracic Society (ATS) 2021 International Conference on Ma

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

April 29, 2021 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fi

April 22, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 22, 2021 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 5, 2021 EX-99.1

Acceleron Announces Clinical Trial Updates, Preclinical Presentations on Sotatercept in Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society (ATS) 2021 International Conference – Conference to include interim results from the open-l

Exhibit 99.1 Acceleron Announces Clinical Trial Updates, Preclinical Presentations on Sotatercept in Pulmonary Arterial Hypertension (PAH) at the American Thoracic Society (ATS) 2021 International Conference ? Conference to include interim results from the open-label extension of the PULSAR Phase 2 trial showing consistent or improved responses in efficacy endpoints among sotatercept-treated patie

April 5, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

February 25, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

February 25, 2021 EX-10.19

Form of Non-Statutory Stock Option Agreement for Non-Employee Directors under the 2013 Equity Incentive Plan

EX-10.19 6 xlrn-20201231xex1019.htm EXHIBIT-10.19 Exhibit 10.19 Name: [•] Number of Shares of Stock subject to Stock Option: [•] Exercise Price Per Share: $[•] Date of Grant: [•] Vesting Start Date: [•] Acceleron Pharma Inc. 2013 Equity Incentive Plan NON-STATUTORY STOCK OPTION AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by Acceleron Pharma Inc. (the “Company”) to

February 25, 2021 EX-99.1

Acceleron Reports Fourth Quarter and Full Year 2020 Financial Results - Updates from ongoing PULSAR and SPECTRA Phase 2 clinical trials of sotatercept in patients with pulmonary arterial hypertension (PAH) presented at the American Heart Association

EX-99.1 2 xlrn-20210225xform8kxex991.htm EXHIBIT-99.1 Exhibit 99.1 Acceleron Reports Fourth Quarter and Full Year 2020 Financial Results - Updates from ongoing PULSAR and SPECTRA Phase 2 clinical trials of sotatercept in patients with pulmonary arterial hypertension (PAH) presented at the American Heart Association (AHA) 2020 Scientific Sessions - - STELLAR Phase 3 trial initiated with sotatercept

February 25, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on February 25, 2021 Registration No.

February 25, 2021 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of Acceleron Pharma Inc. Name State or other Jurisdiction of Incorporation or Organization Acceleron Securities Corp. Massachusetts Acceleron Holding Ltd. Bermuda Acceleron Pharma Switzerland AG Switzerland

February 25, 2021 EX-10.22

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan

Exhibit 10.22 Name: [?] Target Number of PSUs subject to Award: [?] Date of Grant: [?] ACCELERON PHARMA INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This agreement (including any exhibits hereto, this ?Agreement?) evidences an award (this ?Award?) of performance-based restricted stock units (the ?PSUs?) granted by Acceleron Pharma Inc. (the ?Company?) to

February 25, 2021 EX-10.12

Employment Agreement between Jay T. Backstrom, M.D., M.P.H. and Acceleron Pharma Inc., dated as of December 10, 2019

Exhibit 10.12 December 10, 2019 Jay T. Backstrom, M.D., M.P.H. Dear Jay: This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”). 1.Position and Duties. You shall serve, on a full-time basis, as the Company’s Executive Vice President, Research and Development, reporting to the Company’s Chief Executive Officer. You agree

February 25, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36

February 25, 2021 EX-10.21

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2013 Equity Incentive Plan

EX-10.21 8 xlrn-20201231xex1021.htm EXHIBIT-10.21 Exhibit 10.21 Name: [•] Number of Restricted Stock Units subject to Award: [•] Date of Grant: [•] Vesting Date: [•] ACCELERON PHARMA INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pha

February 25, 2021 EX-10.10

Employment Agreement between Adam M. Veness, Esq. and Acceleron Pharma Inc., dated as of June 5, 2019

EX-10.10 2 xlrn-20201231xex1010.htm EXHIBIT-10.10 Exhibit 10.10 June 5, 2019 Adam M. Veness, Esq. Dear Adam: This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”), as amended and restated as of the date set forth above. 1.Position and Duties. You shall serve, on a full-time basis, as the Company’s Vice President, Gener

February 25, 2021 EX-10.18

Form of Non-Statutory Stock Option Agreement for Company Employees under the 2013 Equity Incentive Plan

EX-10.18 5 xlrn-20201231xex1018.htm EXHIBIT-10.18 Exhibit 10.18 Name: [•] Number of Shares of Stock subject to Stock Option: [•] Exercise Price Per Share: $[•] Date of Grant: [•] Vesting Start Date: [•] ACCELERON PHARMA INC. 2013 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by Acceleron Pharma Inc. (the “Company”) to

February 25, 2021 EX-10.20

Form of Restricted Stock Unit Award Agreement for Company Employees under the 2013 Equity Incentive Plan

EX-10.20 7 xlrn-20201231xex1020.htm EXHIBIT-10.20 Exhibit 10.20 Name: [•] Number of Restricted Stock Units subject to Award: [•] Date of Grant: [•] Vesting Date: [•] ACCELERON PHARMA INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pha

February 25, 2021 EX-10.11

Offer Letter between Jay T. Backstrom, M.D., M.P.H. and Acceleron Pharma Inc., dated as of December 4, 2019

EX-10.11 3 xlrn-20201231xex1011.htm EXHIBIT-10.11 Exhibit 10.11 December 2, 2019 Jay T. Backstrom, M.D. Dear Jay: I am pleased to offer you the position of Executive Vice President, Research and Development with Acceleron Pharma Inc. (the “Company”) reporting to Habib Dable. Your start date for employment is currently set at December 19, 2019 and may occur earlier upon mutual consent. Base Pay You

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Acceleron Pharma Inc. Title of Class of Securities: Common Stock CUSIP Number: 00434H108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

February 4, 2021 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

January 11, 2021 EX-99.1

J . P . M O R G A N 3 9 T H A N N U A L H E A L T H C A R E C O N F E R E N C E J A N U A R Y 1 1 , 2 0 2 0 Exhibit 99.1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE P

EX-99.1 2 xlrn-20210111ex991.htm EX-99.1 J . P . M O R G A N 3 9 T H A N N U A L H E A L T H C A R E C O N F E R E N C E J A N U A R Y 1 1 , 2 0 2 0 Exhibit 99.1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS AND PROSPECTS, including statements regarding the development and commercialization of the Company's com

January 11, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2021 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

November 13, 2020 EX-99.3

Exhibit 99.3 AHA 2020 Virtual: Updates from the PULSAR and SPECTRA Trials of Sotatercept in PAH November 13, 2020 Sotatercept is an investigational therapy that is not approved for any use in any country. Acceleron Forward-Looking Statements THIS PRE

xlrn-20201113ex993 Exhibit 99.3 AHA 2020 Virtual: Updates from the PULSAR and SPECTRA Trials of Sotatercept in PAH November 13, 2020 Sotatercept is an investigational therapy that is not approved for any use in any country. Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS AND PROSPECTS, including statements regard

November 13, 2020 EX-99.1

Acceleron Presents New Data from the PULSAR Phase 2 Trial, Preclinical Research on Sotatercept in Pulmonary Arterial Hypertension (PAH) at the 2020 American Heart Association (AHA) Scientific Sessions – Treatment with sotatercept in the ongoing PULSA

Exhibit 99.1 Acceleron Presents New Data from the PULSAR Phase 2 Trial, Preclinical Research on Sotatercept in Pulmonary Arterial Hypertension (PAH) at the 2020 American Heart Association (AHA) Scientific Sessions – Treatment with sotatercept in the ongoing PULSAR Phase 2 trial was associated with improvements in cardiac and pulmonary function at week 24 – – Presentation of echocardiography data f

November 13, 2020 EX-99.2

Acceleron Presents Preliminary Interim Data from the SPECTRA Phase 2 Trial of Sotatercept in Pulmonary Arterial Hypertension (PAH) at the 2020 American Heart Association Scientific Sessions – Treatment with sotatercept in first set of patients in the

Exhibit 99.2 Acceleron Presents Preliminary Interim Data from the SPECTRA Phase 2 Trial of Sotatercept in Pulmonary Arterial Hypertension (PAH) at the 2020 American Heart Association Scientific Sessions – Treatment with sotatercept in first set of patients in the ongoing SPECTRA Phase 2 trial was associated with substantial improvements in hemodynamics, exercise tolerance and exercise capacity at

November 13, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

November 5, 2020 8-K

Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

November 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

November 5, 2020 EX-99.1

Acceleron Reports Third Quarter 2020 Operating and Financial Results - Acceleron recognized approximately $19.3 million in royalty revenue for Q3 2020 from approximately $96 million in net sales of REBLOZYL® (luspatercept-aamt) - - REBLOZYL, the firs

Exhibit 99.1 Acceleron Reports Third Quarter 2020 Operating and Financial Results - Acceleron recognized approximately $19.3 million in royalty revenue for Q3 2020 from approximately $96 million in net sales of REBLOZYL® (luspatercept-aamt) - - REBLOZYL, the first and only erythroid maturation agent, was approved by Health Canada for the treatment of transfusion-dependent anemia in adults with bet

November 5, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

October 2, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission F

October 2, 2020 EX-99.1

Exhibit 99.1 Phase 3 Trial Design Webinar October 2, 2020 Sotatercept is an investigational therapy that is not approved for any use in any country. Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE

xlrn-20201002ex991 Exhibit 99.1 Phase 3 Trial Design Webinar October 2, 2020 Sotatercept is an investigational therapy that is not approved for any use in any country. Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS AND PROSPECTS, including statements regarding the development and commercialization of sotatercept

September 16, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commissio

August 6, 2020 EX-99.1

Acceleron Reports Second Quarter 2020 Operating and Financial Results - Acceleron recognized approximately $11.1 million in royalty revenue for Q2 2020 from approximately $55.0 million in net U.S. sales of REBLOZYL® (luspatercept-aamt) and a $25.0 mi

Exhibit 99.1 Acceleron Reports Second Quarter 2020 Operating and Financial Results - Acceleron recognized approximately $11.1 million in royalty revenue for Q2 2020 from approximately $55.0 million in net U.S. sales of REBLOZYL® (luspatercept-aamt) and a $25.0 million regulatory-based milestone from Bristol Myers Squibb - - REBLOZYL, the first and only erythroid maturation agent, was approved by t

August 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fi

August 6, 2020 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fi

August 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

July 16, 2020 SC 13D/A

XLRN / Acceleron Pharma Inc. / BRISTOL MYERS SQUIBB CO - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Acceleron Pharma Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00434H108 (CUSIP Number) Sandra Leung, Esq. Bristol-Myers Squibb Company 430 East 29th Street, 14th Floor New York, New York 10016 (212) 546-3309 (Name,

July 16, 2020 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Person (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to Com

July 2, 2020 EX-99.1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

EX-99.1 4 tm2023622d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The following table sets forth the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $

July 2, 2020 EX-1.1

Underwriting Agreement, dated June 30, 2020, by and among the Company and the Representatives

EX-1.1 2 tm2023622d3ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version Acceleron Pharma Inc. 4,864,864 Shares1 Common Stock ($0.001 par value) Underwriting Agreement New York, New York June 30, 2020 J.P. Morgan Securities LLC SVB Leerink LLC Cowen and Company, LLC As Representatives of the several Underwriters, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o SVB Lee

July 2, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction (Commission (I.R.S. Employer of i

July 2, 2020 424B2

CALCULATION OF REGISTRATION FEE(1) Title of Each Class of Securities to be Registered Amount to Be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.001 par value

424B2 1 a2242008z424b2.htm 424B2 Use these links to rapidly review the document TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) File No. 333-220522 CALCULATION OF REGISTRATION FEE(1) Title of Each Class of Securities to be Registered Amount to Be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.001 par valu

June 30, 2020 424B5

Per share Total Public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to us $ $

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

June 26, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

June 24, 2020 EX-1

Press release of Acceleron Pharma Inc. dated June 24, 2020

Exhibit 99.1 Acceleron Presents Topline Results of the PULSAR Phase 2 Trial of Sotatercept in Patients with Pulmonary Arterial Hypertension - Data presented during ‘Breaking News’ Session of the American Thoracic Society 2020 Virtual Conference (ATS 2020 Virtual) show the PULSAR trial achieved its primary endpoint: a statistically significant mean reduction in pulmonary vascular resistance (PVR) -

June 24, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

June 24, 2020 EX-2

Slide presentation of Acceleron Pharma Inc. dated June 24, 2020

xlrn20200624exhibit992 Exhibit 99.2 ATS 2020 Virtual: PULSAR Phase 2 Trial Results of Sotatercept in PAH June 24, 2020 1 Sotatercept is an investigational therapy that is not approved for any use in any country. Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS AND PROSPECTS, including statements regarding the deve

June 4, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission File

May 11, 2020 EX-99.1

Acceleron Reports First Quarter 2020 Operating and Financial Results - REBLOZYL® (luspatercept-aamt), a first-in-class erythroid maturation agent, was approved by the U.S. FDA to treat anemia in adults with lower-risk myelodysplastic syndromes (MDS)

Exhibit 99.1 Acceleron Reports First Quarter 2020 Operating and Financial Results - REBLOZYL® (luspatercept-aamt), a first-in-class erythroid maturation agent, was approved by the U.S. FDA to treat anemia in adults with lower-risk myelodysplastic syndromes (MDS) - - REBLOZYL received positive CHMP opinion for the treatment of adults with transfusion-dependent anemia in lower-risk MDS and beta-thal

May 11, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

May 11, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission File

May 11, 2020 EX-10.1

Letter Agreement to Amended and Restated Collaboration, License and Option Agreement between Acceleron Pharma Inc. and Celgene Corporation, dated as of March 10, 2020

Exhibit 10.1 VIA EMAIL March 10, 2020 Celgene Corporation 86 Morris Avenue Summit, NJ 07901 Re: Clarification of Rights and Obligations under the Sotatercept Agreement (as defined below) Dear Sir or Madam: Reference is hereby made to that certain Amended and Restated Collaboration, License and Option Agreement by and between Acceleron Pharma Inc. (“Acceleron”) and Celgene Corporation (“Celgene”),

May 5, 2020 EX-99.2

Acceleron Receives Priority Medicines (PRIME) Designation from European Medicines Agency (EMA) for Sotatercept in Pulmonary Arterial Hypertension First therapeutic to receive PRIME designation in pulmonary arterial hypertension since the EMA establis

Exhibit 99.2 Acceleron Receives Priority Medicines (PRIME) Designation from European Medicines Agency (EMA) for Sotatercept in Pulmonary Arterial Hypertension First therapeutic to receive PRIME designation in pulmonary arterial hypertension since the EMA established the program in 2016 PRIME designation comes just three weeks after US FDA granted sotatercept Breakthrough Therapy designation Cambri

May 5, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fi

May 5, 2020 EX-99.1

Reblozyl® (luspatercept) Receives Positive CHMP Opinion for the Treatment of Adults with Anemia in Beta Thalassemia and Myelodysplastic Syndromes Recommendation for approval based on results from pivotal Phase 3 MEDALIST and BELIEVE studies

Exhibit 99.1 Reblozyl® (luspatercept) Receives Positive CHMP Opinion for the Treatment of Adults with Anemia in Beta Thalassemia and Myelodysplastic Syndromes Recommendation for approval based on results from pivotal Phase 3 MEDALIST and BELIEVE studies PRINCETON, NJ and CAMBRIDGE, MA (April 30, 2020) – Bristol Myers Squibb (NYSE: BMY) and Acceleron Pharma Inc. (NASDAQ: XLRN) today announced that

April 16, 2020 DEFA14A

XLRN / Acceleron Pharma Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 16, 2020 DEF 14A

Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 16, 2020;

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 9, 2020 EX-99.1

Acceleron Receives FDA Breakthrough Therapy Designation for Sotatercept in Pulmonary Arterial Hypertension Sotatercept granted first FDA Breakthrough Therapy designation in pulmonary arterial hypertension since the Agency established the designation

Exhibit 99.1 Acceleron Receives FDA Breakthrough Therapy Designation for Sotatercept in Pulmonary Arterial Hypertension Sotatercept granted first FDA Breakthrough Therapy designation in pulmonary arterial hypertension since the Agency established the designation in 2013 Cambridge, Mass. – April 8, 2020 – Acceleron Pharma Inc. (Nasdaq: XLRN), a biopharmaceutical company dedicated to the discovery,

April 9, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

April 7, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

April 6, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

March 9, 2020 EX-99.1

Acceleron Announces Topline Results from the Phase 2 Trial of ACE-083 in Patients with Charcot-Marie-Tooth Disease – ACE-083 did not achieve statistically significant improvements in functional endpoints relative to placebo – – Acceleron to discontin

Exhibit 99.1 Acceleron Announces Topline Results from the Phase 2 Trial of ACE-083 in Patients with Charcot-Marie-Tooth Disease – ACE-083 did not achieve statistically significant improvements in functional endpoints relative to placebo – – Acceleron to discontinue development of ACE-083 – Cambridge, Mass. – March 9, 2020 – Acceleron Pharma Inc. (NASDAQ:XLRN), a biopharmaceutical company dedicated

March 9, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission Fil

February 27, 2020 EX-4.4

Description of Capital Stock

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Acceleron Pharma Inc. (“us,” “our,” “we” or the “Company”) is intended as a summary only. This summary is qualified in its entirety by reference to our restated certificate of incorporation and amended and restated by-laws, both of which have been filed with the Securities and Exchange Commission and are inc

February 27, 2020 EX-99.1

Acceleron Reports Fourth Quarter and Full Year 2019 Operating and Financial Results - REBLOZYL® (luspatercept-aamt), a first-in-class erythroid maturation agent, was approved by the U.S. FDA for the treatment of anemia in adult patients with beta-tha

Exhibit 99.1 Acceleron Reports Fourth Quarter and Full Year 2019 Operating and Financial Results - REBLOZYL® (luspatercept-aamt), a first-in-class erythroid maturation agent, was approved by the U.S. FDA for the treatment of anemia in adult patients with beta-thalassemia who require regular red blood cell transfusions; FDA review of the sBLA for the lower-risk myelodysplastic syndromes indication

February 27, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36

February 27, 2020 EX-10.21

Form of Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan

Exhibit 10.21 Name: [●] Number of Restricted Stock Units subject to Award: [●] Date of Grant: [●] ACCELERON PHARMA INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) purs

February 27, 2020 EX-10.19

Form of Non-Statutory Stock Option Agreement under the 2013 Equity Incentive Plan

Exhibit 10.19 Name: [●] Number of Shares of Stock subject to Stock Option: [●] Exercise Price Per Share: $[●] Date of Grant: [●] Vesting Start Date: [●] ACCELERON PHARMA INC. 2013 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and s

February 27, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

February 27, 2020 EX-21.1

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of Acceleron Pharma Inc. Name State or other Jurisdiction of Incorporation or Organization Acceleron Securities Corp. Massachusetts Acceleron Holding Ltd. Bermuda

February 27, 2020 S-8

As filed with the Securities and Exchange Commission on February 27, 2020

As filed with the Securities and Exchange Commission on February 27, 2020 Registration No.

February 27, 2020 EX-10.22

Form of Performance-Based Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan

Exhibit 10.22 Name: [●] Target Number of PSUs subject to Award: [●] Date of Grant: [●] ACCELERON PHARMA INC. 2013 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This agreement (including any exhibits hereto, this “Agreement”) evidences an award (this “Award”) of performance-based restricted stock units (the “PSUs”) granted by Acceleron Pharma Inc. (the “Company”) to

February 12, 2020 SC 13G/A

XLRN / Acceleron Pharma Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01678-acceleronpharmainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Acceleron Pharma Inc Title of Class of Securities: Common Stock CUSIP Number: 00434H108 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to desi

January 27, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

January 23, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2020 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

December 13, 2019 EX-99.1

REBLOZYL (LUSPATERCEPT-AAMT) STUDIES EVALUATING TREATMENT OF ANEMIA IN RARE BLOOD DISEASES PRESENTED AT AMERICAN SOCIETY OF HEMATOLOGY (ASH) ANNUAL MEETING Initial results from phase 2 study evaluating an investigational use of luspatercept-aamt in m

Exhibit 99.1 REBLOZYL (LUSPATERCEPT-AAMT) STUDIES EVALUATING TREATMENT OF ANEMIA IN RARE BLOOD DISEASES PRESENTED AT AMERICAN SOCIETY OF HEMATOLOGY (ASH) ANNUAL MEETING Initial results from phase 2 study evaluating an investigational use of luspatercept-aamt in myelofibrosis-associated anemia showed promising clinical activity – companies plan to initiate pivotal, phase 3 study called INDEPENDENCE

December 13, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

December 9, 2019 EX-99.1

Bristol-Myers Squibb and Acceleron Pharma Announce FDA Advisory Committee Will Review Reblozyl® (luspatercept-aamt) for Use in Patients With Myelodysplastic Syndromes

Exhibit 99.1 Bristol-Myers Squibb and Acceleron Pharma Announce FDA Advisory Committee Will Review Reblozyl® (luspatercept-aamt) for Use in Patients With Myelodysplastic Syndromes PRINCETON, N.J. & CAMBRIDGE, Mass. – Dec. 3, 2019 – Bristol-Myers Squibb Company (NYSE: BMY) and Acceleron Pharma Inc. (NASDAQ: XLRN) today announced the U.S. Food and Drug Administration’s (FDA) Oncologic Drugs Advisory

December 9, 2019 EX-99.2

Bristol-Myers Squibb and Acceleron Pharma Provide Update on FDA Advisory Committee for Reblozyl® (luspatercept-aamt)

Exhibit 99.2 Bristol-Myers Squibb and Acceleron Pharma Provide Update on FDA Advisory Committee for Reblozyl® (luspatercept-aamt) PRINCETON, N.J. & CAMBRIDGE, Mass. — Dec. 6, 2019 — Bristol-Myers Squibb Company (NYSE: BMY) and Acceleron Pharma Inc. (NASDAQ: XLRN) today announced that following the late-cycle review meeting on December 4, 2019, they were notified by the U.S. Food and Drug Administr

December 9, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

December 6, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

November 8, 2019 EX-99.1

FDA APPROVES REBLOZYL® (LUSPATERCEPT-AAMT) FOR THE TREATMENT OF ANEMIA IN ADULTS WITH BETA THALASSEMIA WHO REQUIRE REGULAR RED BLOOD CELL TRANSFUSIONS REBLOZYL is the first and only FDA-approved erythroid maturation agent, representing a new class of

Exhibit 99.1 FDA APPROVES REBLOZYL® (LUSPATERCEPT-AAMT) FOR THE TREATMENT OF ANEMIA IN ADULTS WITH BETA THALASSEMIA WHO REQUIRE REGULAR RED BLOOD CELL TRANSFUSIONS REBLOZYL is the first and only FDA-approved erythroid maturation agent, representing a new class of therapy for these patients Approval of REBLOZYL marks the first FDA-approved treatment for anemia in beta thalassemia November 8, 2019 –

November 8, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

November 6, 2019 EX-99.1

Acceleron Reports Third Quarter 2019 Operating and Financial Results - FDA’s review of luspatercept BLA for the beta-thalassemia and lower-risk MDS indications remains ongoing - - Six clinical abstracts accepted for presentation at the 61st American

EX-99.1 2 xlrn-20191106ex991.htm EXHIBIT 99.1 Exhibit 99.1 Acceleron Reports Third Quarter 2019 Operating and Financial Results - FDA’s review of luspatercept BLA for the beta-thalassemia and lower-risk MDS indications remains ongoing - - Six clinical abstracts accepted for presentation at the 61st American Society of Hematology (ASH) Annual Meeting- Cambridge, Mass. – November 6, 2019 – Acceleron

November 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commission

November 6, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

September 16, 2019 EX-99.1

Acceleron Announces Topline Results from the Phase 2 Trial of ACE-083 in Patients with Facioscapulohumeral Muscular Dystrophy – ACE-083 did not achieve statistically significant improvements in functional endpoints relative to placebo – – Acceleron t

Exhibit 99.1 Acceleron Announces Topline Results from the Phase 2 Trial of ACE-083 in Patients with Facioscapulohumeral Muscular Dystrophy – ACE-083 did not achieve statistically significant improvements in functional endpoints relative to placebo – – Acceleron to discontinue development of ACE-083 in facioscapulohumeral muscular dystrophy – – Topline results from the Phase 2 trial of ACE-083 in C

September 16, 2019 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware 001-36065 27-0072226 (State or other jurisdiction of incorporation) (Commissio

August 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 xlrn-20190806form8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

August 5, 2019 EX-99.1

Acceleron Reports Second Quarter 2019 Operating and Financial Results - BLA and MAA filings of luspatercept for beta-thalassemia- and myelodysplastic syndromes-associated anemia accepted by U.S. Food and Drug Administration and European Medicines Age

Exhibit 99.1 Acceleron Reports Second Quarter 2019 Operating and Financial Results - BLA and MAA filings of luspatercept for beta-thalassemia- and myelodysplastic syndromes-associated anemia accepted by U.S. Food and Drug Administration and European Medicines Agency, respectively - - Acceleron receives $25 million milestone payment from Celgene for luspatercept’s BLA acceptance and MAA validation

August 5, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

June 10, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

8-K 1 xlrn-2019x06x10form8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

June 7, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 27

May 9, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 27-

May 9, 2019 EX-99.1

Acceleron Reports First Quarter 2019 Operating and Financial Results – Luspatercept Biologics License Application (BLA) and Marketing Authorization Application (MAA) submitted in April 2019 – – Part 2 results from the ACE-083 Phase 2 trials in facios

Exhibit 99.1 Acceleron Reports First Quarter 2019 Operating and Financial Results – Luspatercept Biologics License Application (BLA) and Marketing Authorization Application (MAA) submitted in April 2019 – – Part 2 results from the ACE-083 Phase 2 trials in facioscapulohumeral muscular dystrophy (FSHD) expected in the second half of 2019 and Charcot-Marie-Tooth disease (CMT) anticipated in Q1 2020

May 9, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

April 12, 2019 DEFA14A

XLRN / Acceleron Pharma Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 12, 2019 DEF 14A

XLRN / Acceleron Pharma Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

April 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 2

April 5, 2019 EX-99.1

Acceleron Discontinues Development of Phase 1 Molecule ACE-2494

Exhibit 99.1 Acceleron Discontinues Development of Phase 1 Molecule ACE-2494 Cambridge, Mass. – April 4, 2019 – Acceleron Pharma Inc. (NASDAQ:XLRN), a leading biopharmaceutical company in the discovery and development of TGF-beta superfamily therapeutics to treat serious and rare diseases, today announced it is discontinuing development of ACE-2494, a systemic muscle agent the company had been stu

April 5, 2019 EX-99.2

CELGENE CORPORATION AND ACCELERON PHARMA ANNOUNCE SUBMISSION OF LUSPATERCEPT BIOLOGICS LICENSE APPLICATION TO U.S. FDA BLA submission includes both myelodysplastic syndromes and beta-thalassemia indications EMA marketing application for both indicati

Exhibit 99.2 CELGENE CORPORATION AND ACCELERON PHARMA ANNOUNCE SUBMISSION OF LUSPATERCEPT BIOLOGICS LICENSE APPLICATION TO U.S. FDA BLA submission includes both myelodysplastic syndromes and beta-thalassemia indications EMA marketing application for both indications planned for Q2:19 Summit, N.J. & Cambridge, Mass. — (April 5, 2019) — Celgene Corporation (NASDAQ: CELG) and Acceleron Pharma Inc. (N

February 27, 2019 S-8

XLRN / Acceleron Pharma Inc. S-8

S-8 1 xlrnforms-82019.htm S-8 As filed with the Securities and Exchange Commission on February 27, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under the SECURITIES ACT OF 1933 ACCELERON PHARMA INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or or

February 27, 2019 EX-99.1

Acceleron Reports Fourth Quarter and Full Year 2018 Operating and Financial Results - MEDALIST and BELIEVE Phase 3 trial presentations at the 60th American Society of Hematology (ASH) Annual Meeting both selected for “Best of ASH” - - Luspatercept Bi

Exhibit 99.1 Acceleron Reports Fourth Quarter and Full Year 2018 Operating and Financial Results - MEDALIST and BELIEVE Phase 3 trial presentations at the 60th American Society of Hematology (ASH) Annual Meeting both selected for “Best of ASH” - - Luspatercept Biologics License Application (BLA) submission expected in April 2019 - - Part 2 results from the ACE-083 Phase 2 trials in facioscapulohum

February 27, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Numbe

February 27, 2019 10-K

Employment Agreement between Robert K. Zeldin and Acceleron Pharma Inc., dated as of June 29, 2018

10-K 1 xlrn-20181231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from

February 27, 2019 EX-10.12

Employment Agreement between Sujay Kango and Acceleron Pharma Inc., dated as of February 12, 2018

EX-10.12 3 xlrn-20181231xex1012.htm EXHIBIT 10.12 Exhibit 10.12 February 12, 2018 Mr. Sujay Kango Dear Sujay: This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”). 1.Position and Duties. You shall serve, on a full-time basis, as the Company’s Senior Vice President and Chief Commercial Officer, reporting to the Company

February 27, 2019 EX-10.13

Offer Letter between Robert K. Zeldin and Acceleron Pharma Inc., dated as of June 15, 2018

Exhibit 10.13 June 15, 2018 Robert K. Zeldin, MD Dear Robert: It is my pleasure to extend to you our offer of employment for the position of Executive Vice President and Chief Medical Officer with Acceleron Pharma Inc. (the “Company”). In this role, you will report to me, President and Chief Executive Officer, and we have agreed that your start will be June 29, 2018. The details of your compensati

February 27, 2019 EX-10.14

Employment Agreement between Robert K. Zeldin and Acceleron Pharma Inc., dated as of June 29, 2018

EX-10.14 5 xlrn-20181231xex1014.htm EXHIBIT 10.14 Exhibit 10.14 June 29, 2018 Robert K. Zeldin, MD Dear Robert: This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”). 1.Position and Duties. You shall serve, on a full-time basis, as the Company’s Executive Vice President and Chief Medical Officer, reporting to the Compa

February 27, 2019 EX-10.11

Offer Letter between Sujay Kango and Acceleron Pharma Inc., dated as of December 29, 2017

EX-10.11 2 xlrn-20181231xex1011.htm EXHIBIT 10.11 Exhibit 10.11 December 29, 2017 Via Overnight Mail Sujay Kango Dear Sujay: I am pleased to offer you the position of Senior Vice President and Chief Commercial Officer with Acceleron Pharma Inc. (the “Company”) reporting to Habib Dable. This offer will expire at the close of business five days after the date of this offer letter. If you accept our

February 11, 2019 SC 13G/A

XLRN / Acceleron Pharma Inc. / VANGUARD GROUP INC Passive Investment

acceleronpharmainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Acceleron Pharma Inc Title of Class of Securities: Common Stock CUSIP Number: 00434H108 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate

January 22, 2019 SC 13D/A

XLRN / Acceleron Pharma Inc. / CELGENE CORP /DE/ - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 tv511274sc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Acceleron Pharma Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00434H108 (CUSIP Number) Mark J. Alles Chief Executive Officer Celgene Corporation 86 Morri

January 17, 2019 EX-1.1

Underwriting Agreement, dated January 15, 2019, by and among the Company and the Representatives

Exhibit 1.1 Acceleron Pharma Inc. 5,348,838 Shares(1) Common Stock ($0.001 par value) Underwriting Agreement New York, New York January 15, 2019 Citigroup Global Markets Inc. J.P. Morgan Securities LLC SVB Leerink LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o J.P. Morgan Securities LLC 383 Madison Avenue New

January 17, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a19-306118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-360

January 17, 2019 EX-99.1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The following table sets forth the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $ 32,058 Printing and engraving expenses 25,00

January 17, 2019 424B2

CALCULATION OF REGISTRATION FEE(1) Title of Each Class of Securities to be Registered Amount to Be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, $0.001 par value

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Filed Pursuant to Rule 424(b)(2) File No.

January 14, 2019 424B5

Subject to completion, dated January 14, 2019

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

January 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2019 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number)

January 7, 2019 EX-99.1

Exhibit 99.1 Corporate Presentation January 7, 2019 1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS and prospects, including statements regarding the development

xlrn20190107form8kex991 Exhibit 99.1 Corporate Presentation January 7, 2019 1 Acceleron Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS and prospects, including statements regarding the development of the Company's compounds, the timeline for clinical development and regulatory approval of the Company’s compounds and the e

December 3, 2018 EX-99.1

Exhibit 99.1 The BELIEVE Trial: Results of a Phase 3, Randomized, Double-Blind, Placebo-Controlled Study of Luspatercept in Adult Beta-Thalassemia Patients Who Require Regular Red Blood Cell (RBC) Transfusions Maria Domenica Cappellini, Vip Viprakasi

xlrn20181203ex991 Exhibit 99.1 The BELIEVE Trial: Results of a Phase 3, Randomized, Double-Blind, Placebo-Controlled Study of Luspatercept in Adult Beta-Thalassemia Patients Who Require Regular Red Blood Cell (RBC) Transfusions Maria Domenica Cappellini, Vip Viprakasit, Ali Taher, Pencho Georgiev, Kevin H.M. Kuo, Thomas Coates, Ersi Voskaridou, Hong Keng Liew, Idit Pazgal-Kobrowski, Gianluca Forni

December 3, 2018 EX-99.3

Exhibit 99.3 ASH 2018 MEDALIST & BELIEVE Phase 3 Trial Presentation Highlights December 3, 2018 ASH 2018 Call Agenda Introduction Welcome/Agenda – Todd James, IRC Luspatercept and ASH 2018 Overview – Habib Dable MEDALIST Phase 3 Trial Results Phase 3

xlrn20181203ex993 Exhibit 99.3 ASH 2018 MEDALIST & BELIEVE Phase 3 Trial Presentation Highlights December 3, 2018 ASH 2018 Call Agenda Introduction Welcome/Agenda – Todd James, IRC Luspatercept and ASH 2018 Overview – Habib Dable MEDALIST Phase 3 Trial Results Phase 3 Results Alan F. List, M.D. – Moffitt Cancer Center BELIEVE Phase 3 Trial Results Maria Domenica Cappellini, M.D. – University of Mi

December 3, 2018 EX-99.2

Exhibit 99.2 The MEDALIST Trial: Results of a Phase 3, Randomized, Double-Blind, Placebo-Controlled Study of Luspatercept to Treat Patients With Very Low-, Low-, or Intermediate-Risk Myelodysplastic Syndromes (MDS) Associated Anemia With Ring Siderob

xlrn20181203ex992 Exhibit 99.2 The MEDALIST Trial: Results of a Phase 3, Randomized, Double-Blind, Placebo-Controlled Study of Luspatercept to Treat Patients With Very Low-, Low-, or Intermediate-Risk Myelodysplastic Syndromes (MDS) Associated Anemia With Ring Sideroblasts (RS) Who Require Red Blood Cell (RBC) Transfusions Pierre Fenaux, Uwe Platzbecker, Ghulam J. Mufti, Guillermo Garcia-Manero, R

December 3, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number

October 30, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number

October 30, 2018 EX-99.1

Acceleron Reports Third Quarter 2018 Operating and Financial Results – MEDALIST and BELIEVE Phase 3 trial results in myelodysplastic syndromes (MDS) and beta-thalassemia, respectively, are expected to be presented at the 60th American Society of Hema

Exhibit 99.1 Acceleron Reports Third Quarter 2018 Operating and Financial Results – MEDALIST and BELIEVE Phase 3 trial results in myelodysplastic syndromes (MDS) and beta-thalassemia, respectively, are expected to be presented at the 60th American Society of Hematology (ASH) Annual Meeting – – COMMANDS Phase 3 trial in patients with lower-risk MDS who are treatment naïve has been initiated – – Par

October 30, 2018 10-Q

XLRN / Acceleron Pharma Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

August 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number)

August 2, 2018 EX-99.1

Acceleron Reports Second Quarter 2018 Operating and Financial Results – MEDALIST and BELIEVE Phase 3 trials met all primary and key secondary endpoints – – ACE-083 Part 2 of the Phase 2 trials in facioscapulohumeral muscular dystrophy and Charcot-Mar

Exhibit 99.1 Acceleron Reports Second Quarter 2018 Operating and Financial Results – MEDALIST and BELIEVE Phase 3 trials met all primary and key secondary endpoints – – ACE-083 Part 2 of the Phase 2 trials in facioscapulohumeral muscular dystrophy and Charcot-Marie-Tooth disease are underway – – PULSAR Phase 2 trial initiated with sotatercept in pulmonary arterial hypertension – Cambridge, Mass. –

August 2, 2018 EX-10.1

Collaboration, License and Option Agreement between Acceleron Pharma Inc. and Celgene Corporation, dated as of August 2, 2011

Exhibit 10.1 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. COLLABORATION, LICENSE AND OPTION AGREEMENT by and between ACCELERON PHARMA, INC. and CELGENE CORPORATION August 2, 2011 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDEN

August 2, 2018 10-Q

XLRN / Acceleron Pharma Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

July 26, 2018 EX-99.1

Acceleron Announces Preliminary Results from Part 1 of the ACE-083 Phase 2 Trial in Patients with Charcot-Marie-Tooth Disease at the 2018 Annual Meeting of the Peripheral Nerve Society - Mean total muscle volume increases of more than 12% seen in the

Exhibit Exhibit 99.1

July 26, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 2

July 9, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 27

July 9, 2018 EX-99.1

CELGENE AND ACCELERON ANNOUNCE LUSPATERCEPT ACHIEVED PRIMARY AND ALL KEY SECONDARY ENDPOINTS IN PHASE III ‘BELIEVE’ STUDY IN ADULTS WITH TRANSFUSION-DEPENDENT BETA-THALASSEMIA Results showed a significant reduction in transfusion burden compared to p

Exhibit 99.1 CELGENE AND ACCELERON ANNOUNCE LUSPATERCEPT ACHIEVED PRIMARY AND ALL KEY SECONDARY ENDPOINTS IN PHASE III ‘BELIEVE’ STUDY IN ADULTS WITH TRANSFUSION-DEPENDENT BETA-THALASSEMIA Results showed a significant reduction in transfusion burden compared to placebo Safety profile generally consistent with previously reported data Regulatory submissions planned in the United States and Europe i

June 28, 2018 EX-99.1

CELGENE AND ACCELERON ANNOUNCE LUSPATERCEPT ACHIEVED PRIMARY AND KEY SECONDARY ENDPOINTS IN PHASE III ‘MEDALIST’ STUDY IN PATIENTS WITH LOW-TO-INTERMEDIATE RISK MYELODYSPLASTIC SYNDROMES Results showed significant improvement in red blood cell transf

Exhibit 99.1 CELGENE AND ACCELERON ANNOUNCE LUSPATERCEPT ACHIEVED PRIMARY AND KEY SECONDARY ENDPOINTS IN PHASE III ‘MEDALIST’ STUDY IN PATIENTS WITH LOW-TO-INTERMEDIATE RISK MYELODYSPLASTIC SYNDROMES Results showed significant improvement in red blood cell transfusion independence compared to placebo Safety profile generally consistent with previously published data Regulatory submissions planned

June 28, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 2

June 20, 2018 EX-99.1

Acceleron Announces Updated Results from Ongoing Phase 2 Trials of Luspatercept in Beta-Thalassemia at the 23rd Congress of the European Hematology Association - Clinically meaningful increases in hemoglobin and reductions in red blood cell transfusi

Acceleron Announces Updated Results from Ongoing Phase 2 Trials of Luspatercept in Beta-Thalassemia at the 23rd Congress of the European Hematology Association - Clinically meaningful increases in hemoglobin and reductions in red blood cell transfusion burden observed through 36 months – - Top-line results from the BELIEVE Phase 3 trial are on track for the middle of 2018 - CAMBRIDGE, MA – June 15, 2018 – Acceleron Pharma Inc.

June 20, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 2

June 7, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 27

June 5, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 27

June 5, 2018 EX-99.1

Acceleron Announces Updated Results from Ongoing Phase 2 Trials of Luspatercept in Myelodysplastic Syndromes at the ASCO 2018 Annual Meeting – Multiple patients continue on treatment with clinically meaningful increases in hemoglobin and reduction in

Exhibit 99.1 Acceleron Announces Updated Results from Ongoing Phase 2 Trials of Luspatercept in Myelodysplastic Syndromes at the ASCO 2018 Annual Meeting – Multiple patients continue on treatment with clinically meaningful increases in hemoglobin and reduction in red blood cell transfusions surpassing 3 years – – Top-line results from the MEDALIST Phase 3 trial are on track for the middle of 2018

May 11, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 27

May 8, 2018 EX-99.1

Acceleron Reports First Quarter 2018 Operating and Financial Results – Top-line results from the MEDALIST and BELIEVE Phase 3 trials of luspatercept expected in mid-2018 – – ACE-083 advances into Part 2 of the ongoing Phase 2 trial in facioscapulohum

Exhibit 99.1 Acceleron Reports First Quarter 2018 Operating and Financial Results – Top-line results from the MEDALIST and BELIEVE Phase 3 trials of luspatercept expected in mid-2018 – – ACE-083 advances into Part 2 of the ongoing Phase 2 trial in facioscapulohumeral muscular dystrophy – – PULSAR Phase 2 trial with sotatercept in pulmonary arterial hypertension on track to initiate in Q2 2018 – Ca

May 8, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number) 27-

May 8, 2018 10-Q

XLRN / Acceleron Pharma Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

April 16, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission File Number)

April 13, 2018 DEFA14A

XLRN / Acceleron Pharma Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 13, 2018 DEF 14A

XLRN / Acceleron Pharma Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

February 27, 2018 S-8

XLRN / Acceleron Pharma Inc. S-8

Document As filed with the Securities and Exchange Commission on February 27, 2018 Registration No.

February 27, 2018 EX-99.1

Acceleron Reports Fourth Quarter and Full Year 2017 Operating and Financial Results - Top-line results from the MEDALIST and BELIEVE Phase 3 trials of luspatercept are expected in mid-2018 - - Plans to advance neuromuscular agent ACE-083 into Part 2

Exhibit Exhibit 99.1 Acceleron Reports Fourth Quarter and Full Year 2017 Operating and Financial Results - Top-line results from the MEDALIST and BELIEVE Phase 3 trials of luspatercept are expected in mid-2018 - - Plans to advance neuromuscular agent ACE-083 into Part 2 of the ongoing Phase 2 trials in facioscapulohumeral dystrophy and Charcot-Marie-Tooth disease - - Expanded pipeline with sotater

February 27, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission F

February 27, 2018 EX-3.2

Amended and Restated By-laws, as amended

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ACCELERON PHARMA INC. SECTION 1 -STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of Acceleron Pharma Inc., a Delaware corporation (the “Corporation”) for the election of directors to succeed those whose term expire and for the transaction of such other business as may properly come before the meeting shall be held at the pl

February 27, 2018 10-K

XLRN / Acceleron Pharma Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36

February 8, 2018 SC 13G

XLRN / Acceleron Pharma Inc. / VANGUARD GROUP INC Passive Investment

acceleronpharmainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Acceleron Pharma Inc Title of Class of Securities: Common Stock CUSIP Number: 00434H108 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate

January 8, 2018 EX-99.2

Acceleron Announces Preliminary Results from Part 1 of the ACE-083 Phase 2 Trial in Patients with Facioscapulohumeral Dystrophy - Mean total muscle volume increases of over 12% in the tibialis anterior and biceps brachii muscle cohorts - - Company pl

Exhibit Exhibit 99.2 Acceleron Announces Preliminary Results from Part 1 of the ACE-083 Phase 2 Trial in Patients with Facioscapulohumeral Dystrophy - Mean total muscle volume increases of over 12% in the tibialis anterior and biceps brachii muscle cohorts - - Company plans to initiate Part 2 of the FSHD Phase 2 trial in Q2 2018 - Cambridge, Mass. ? January 8, 2018 ? Acceleron Pharma Inc. (NASDAQ:

January 8, 2018 EX-99.1

JP Morgan Healthcare Conference January 2018 Exhibit 99.1 Acceleron Forward-Looking Statements 2 THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY’S STRATEGY, FUTURE PLANS and prospects, including statements regarding the develo

xlrn20180108form8kex991 JP Morgan Healthcare Conference January 2018 Exhibit 99.1 Acceleron Forward-Looking Statements 2 THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS ABOUT THE COMPANY?S STRATEGY, FUTURE PLANS and prospects, including statements regarding the development of the Company's compounds, the timeline for clinical development and regulatory approval of the Company?s compounds and

January 8, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission Fil

January 3, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 xlrn-20180103form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2018 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

January 3, 2018 EX-10.1

Separation and Transition Agreement, by and between Matthew L. Sherman and Acceleron Pharma Inc., dated as of January 2, 2018

Exhibit Exhibit 10.1 SEPARATION AND TRANSITION AGREEMENT Matthew L. Sherman, M.D. Dear Matt: The purpose of this letter agreement (this ? Agreement ?) is to confirm the terms of the remainder of your employment with Acceleron Pharma Inc. (the ? Company ?) and your separation from the Company. Reference is made to the letter agreement between you and the Company dated August 26, 2013, as amended by

December 18, 2017 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2017 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission F

December 18, 2017 EX-99.1

Acceleron Announces Updated Results from Ongoing Phase 2 Trials of Luspatercept in Myelodysplastic Syndromes at the 59th Annual Meeting of the American Society of Hematology - Preliminary results show treatment with luspatercept increases hemoglobin

Exhibit Exhibit 99.1 Acceleron Announces Updated Results from Ongoing Phase 2 Trials of Luspatercept in Myelodysplastic Syndromes at the 59 th Annual Meeting of the American Society of Hematology - Preliminary results show treatment with luspatercept increases hemoglobin and achieves durable red blood cell transfusion independence in patients with lower-risk myelodysplastic syndromes - - Conferenc

November 15, 2017 8-K

Current Report

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2017 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission F

November 7, 2017 EX-99.1

Acceleron Pharma Reports Third Quarter 2017 Operational and Financial Results - Presented vision and strategic focus in hematological, neuromuscular, and pulmonary diseases at September R&D Day - - Obtained the rights to fund, develop, and lead globa

Exhibit Exhibit 99.1 Acceleron Pharma Reports Third Quarter 2017 Operational and Financial Results - Presented vision and strategic focus in hematological, neuromuscular, and pulmonary diseases at September R&D Day - - Obtained the rights to fund, develop, and lead global commercialization of sotatercept in pulmonary arterial hypertension; robust preclinical results show potential for first-in-cla

November 7, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 ACCELERON PHARMA INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36065 (Commission Fi

November 7, 2017 EX-10.2

Amended and Restated Collaboration, License and Option Agreement between Acceleron Pharma Inc. and Celgene Corporation, dated as of September 18, 2017

Exhibit 10.2 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDED AND RESTATED COLLABORATION, LICENSE AND OPTION AGREEMENT by and between ACCELERON PHARMA, INC. and CELGENE CORPORATION THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CO

November 7, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

September 25, 2017 EX-99.1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibit 99.1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the various expenses, other than any underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered. Securities and Exchange Commission Registration Fee $ 26,657 Printing and engraving expenses 25,0

September 25, 2017 EX-1.1

Underwriting Agreement, dated January 5, 2016, by and among the Company and the Representatives

EX-1.1 2 a17-222455ex1d1.htm EX-1.1 Exhibit 1.1 Acceleron Pharma Inc. 5,405,406 Shares(1) Common Stock ($0.001 par value) Underwriting Agreement New York, New York September 20, 2017 J.P. Morgan Securities LLC Citigroup Global Markets Inc. Leerink Partners LLC As Representatives of the several Underwriters, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Citigroup Gl

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