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

Role: Chief Medical Officer
Signature: /s/ Mark Bodenrader, as Attorney-in-Fact
Stock symbol: CERE
Transactions as of: Aug 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/5/2024, 04:38 PM
Previous filing: Jan 23, 2024
Next filing: Nov 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CERE	Common Stock	Disposed to Issuer		-14.7K	-100%		0	Aug 1, 2024	Direct	F1

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	Stock Option (Right to Buy)	Disposed to Issuer		-1.39M	-100%		0	Aug 1, 2024	Common Stock	1.39M		Direct	F2
transaction	CERE	Restricted Stock Units	Disposed to Issuer	$0	-87.6K	-100%	$0.00^*	0	Aug 1, 2024	Common Stock	87.6K		Direct	F3

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

Ramiro Sanchez 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. ("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.