Paul R. Edick - Oct 5, 2021 Form 4 Insider Report for Xeris Biopharma Holdings, Inc. (XERS)

Role
Chairman and Chief Executive Officer, 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, 07:49 PM
Next filing
Nov 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XERS Common Stock Award +197K 197K Oct 5, 2021 Direct F1, F2
transaction XERS Common Stock Award +411K +208.3% 608K Oct 5, 2021 Direct F3
transaction XERS Common Stock Award +13.4K 13.4K Oct 5, 2021 By Paul R. Edick 2008 Revocable Trust u/d/t dated 6/25/2018 F1, F2, F4

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) Award +668K 668K Oct 5, 2021 Common Stock 668K $1.55 Direct F5, F6
transaction XERS Stock Option (Right to Buy) Award +69.8K 69.8K Oct 5, 2021 Common Stock 69.8K $1.55 Direct F5, F6
transaction XERS Stock Option (Right to Buy) Award +98.3K 98.3K Oct 5, 2021 Common Stock 98.3K $5.93 Direct F5, F7, F8
transaction XERS Stock Option (Right to Buy) Award +200K 200K Oct 5, 2021 Common Stock 200K $13.88 Direct F5, F7
transaction XERS Stock Option (Right to Buy) Award +400K 400K Oct 5, 2021 Common Stock 400K $5.08 Direct F5, F7
* 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 Xeris Pharmaceuticals, Inc. ("Xeris"), Strongbridge Biopharma plc ("Strongbridge"), the Issuer ("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 "Merger Effective Time"), all existing shares of Xeris common stock (the "Xeris common stock") were cancelled and automatically converted into the right to receive HoldCo common stock on a one-for-one basis. This amount includes shares of HoldCo common stock received upon vesting of Xeris restricted stock units that were vested as of the Merger Effective time, net of shares withheld for tax.
F3 Represents restricted stock units each representing a contingent right to receive one share of HoldCo common stock (the "HoldCo RSU"). At the Merger Effective Time, each restricted stock unit representing a contingent right to acquire one share of Xeris common stock (the "Xeris RSU") that was outstanding immediately prior to the Merger Effective Time was automatically converted into a HoldCo RSU on the same terms and conditions (including any applicable vesting and settlement terms) as were applicable to such Xeris RSU immediately prior to the Merger Effective Time, including that the number of shares of HoldCo common stock subject to such HoldCo RSU is equal to the number of shares that were subject to the Xeris RSU.
F4 The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F5 At the Merger Effective Time, each option to purchase shares of Xeris common stock (the "Xeris Option") that was outstanding immediately prior to the Merger 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 Merger 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.
F6 These options are fully vested as of the date hereof.
F7 25% of these shares shall vest on the first anniversary of the vesting commencement date, with the remainder vesting ratably over the following 36 months.
F8 These options are early exercisable.

Remarks:

Chairman and Chief Executive Officer