Jeffrey W. Sherman - Oct 5, 2021 Form 4 Insider Report for XERIS PHARMACEUTICALS INC (XERS)

Role
Director
Signature
/s/ Beth Hecht, as Attorney-in-Fact
Stock symbol
XERS
Transactions as of
Oct 5, 2021
Transactions value $
$0
Form type
4
Date filed
10/5/2021, 05:38 PM
Previous filing
Oct 5, 2021
Next filing
Oct 29, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction XERS Stock Option (Right to Buy) Disposed to Issuer -19.7K -100% 0 Oct 5, 2021 Common Stock 19.7K $12.50 Direct F1, F2, F3
transaction XERS Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Oct 5, 2021 Common Stock 20K $10.00 Direct F1, F2, F3
transaction XERS Stock Option (Right to Buy) Disposed to Issuer -11.2K -100% 0 Oct 5, 2021 Common Stock 11.2K $4.68 Direct F1, F2, F3
transaction XERS Stock Option (Right to Buy) Disposed to Issuer -11.2K -100% 0 Oct 5, 2021 Common Stock 11.2K $3.90 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 5, 2021, pursuant to the transaction agreement dated as of May 24, 2021 ("Transaction Agreement") by and among the Issuer ("Xeris"), Strongbridge Biopharma plc ("Strongbridge"), Xeris Biopharma Holdings, Inc. ("HoldCo") and Wells MergerSub, Inc., a wholly owned subsidiary of HoldCo ("MergerSub"), HoldCo acquired the entire issued and to be issued ordinary share capital of Strongbridge (the "Acquisition"), and MergerSub merged with and into Xeris, with Xeris continuing as the surviving corporation and wholly owned subsidiary of HoldCo (the "Merger", and together with the Acquisition, the "Transaction").
F2 (Continued from Footnote 1) At the effective time of the Merger (the "Effective Time"), each option to purchase shares of Xeris common stock (the "Xeris Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into an option to purchase shares of HoldCo common stock (the "HoldCo Option"), on the same terms and conditions including any applicable vesting and exercisability requirements) as were applicable to such Xeris Option immediately prior to the Effective Time, including that the number of shares of HoldCo common stock subject to the HoldCo Option is equal to the number of shares that were subject to the Xeris Option and the exercise price applicable to the HoldCo Option is the same as applied to the Xeris Option.
F3 These options are fully vested as of the date hereof.
F4 Such options will vest in full upon the earlier to occur of June 8, 2022 or the date of the Company's next annual meeting of stockholders.