| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CERE | Common Stock | Disposed to Issuer | -10.7K | -100% | 0 | Aug 1, 2024 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CERE | Stock Option (Right to Buy) | Disposed to Issuer | -614K | -100% | 0 | Aug 1, 2024 | Common Stock | 614K | Direct | F2 | |||
| transaction | CERE | Restricted Stock Units | Disposed to Issuer | $0 | -59.2K | -100% | $0.00* | 0 | Aug 1, 2024 | Common Stock | 59.2K | Direct | F3 |
Kathleen Tregoning is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 6, 2023, by and among AbbVie Inc. ("Parent"), 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 Parent 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. |
| F2 | At the Effective Time, each outstanding option, whether vested or unvested, was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the aggregate number of common stock underlying such option immediately prior to the Effective Time, multiplied by (ii) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of such option, subject to any applicable withholding taxes and in accordance with the terms of the Merger Agreement. |
| F3 | At the Effective Time, (a) 50% of each outstanding award of restricted stock units ("RSUs") that was granted on or after December 6, 2023 was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares underlying such RSU immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration, subject to any applicable withholding taxes and in accordance with the terms of the Merger Agreement, and (b) the remaining 50% was assumed by Parent and converted into RSUs with respect to shares of the Parent's common stock in accordance with the terms of the Merger Agreement. |
Chief Corporate Affairs Officer