Kathleen Tregoning - Dec 19, 2023 Form 4 Insider Report for Cerevel Therapeutics Holdings, Inc. (CERE)

Role
Title: Chief Corporate Affairs Officer
Signature
/s/ Mark Bodenrader, as Attorney-in-Fact
Stock symbol
CERE
Transactions as of
Dec 19, 2023
Transactions value $
-$260,469
Form type
4
Date filed
12/21/2023, 08:10 PM
Previous filing
Oct 10, 2023
Next filing
Dec 28, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CERE Common Stock Options Exercise +13.8K 13.8K Dec 19, 2023 Direct F1, F2
transaction CERE Common Stock Sale -$260K -6.29K -45.55% $41.42 7.52K Dec 20, 2023 Direct F3, 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 CERE Restricted Stock Units Options Exercise $0 -13.8K -100% $0.00* 0 Dec 19, 2023 Common Stock 13.8K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In order to mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 6, 2023, by and among Cerevel Therapeutics Holdings, Inc. (the "Issuer"), AbbVie Inc., Symphony Harlan LLC and Symphony Harlan Merger Sub Inc., the restricted stock units ("RSUs") held by the Reporting Person vested in full on December 19, 2023, subject to certain repayment conditions in the event that the Reporting Person's employment terminates for any reason prior to the date the RSUs otherwise would vest.
F2 Each RSU represented the contingent right to receive one share of the Issuer's common stock.
F3 The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $41.36 to $41.50. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

Title: Chief Corporate Affairs Officer