Pfizer Inc - Aug 1, 2024 Form 4 Insider Report for Cerevel Therapeutics Holdings, Inc. (CERE)

Role: Former 10% Owner
Signature: Pfizer Inc. by /s/ Susan Grant, Assistant Secretary
Stock symbol: CERE
Transactions as of: Aug 1, 2024
Transactions value $: -$1,230,714,495
Form type: 4
Date filed: 8/5/2024, 06:25 PM
Previous filing: Mar 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CERE	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$1.23B	-27.3M	-100%	$45.00	0	Aug 1, 2024	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Pfizer Inc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 6, 2023, by and among AbbVie Inc. ("AbbVie"), Symphony Harlan LLC, Symphony Harlan Merger Sub Inc. ("Merger Sub") and Cerevel Therapeutics Holdings, Inc. ("Issuer"), on August 1, 2024 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of AbbVie upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock was cancelled and converted into the right to receive $45.00 in cash (the "Merger Consideration"), without interest.

Content

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 6, 2023, by and among AbbVie Inc. ("AbbVie"), Symphony Harlan LLC, Symphony Harlan Merger Sub Inc. ("Merger Sub") and Cerevel Therapeutics Holdings, Inc. ("Issuer"), on August 1, 2024 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of AbbVie upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock was cancelled and converted into the right to receive $45.00 in cash (the "Merger Consideration"), without interest.