Bain Capital Investors Llc - Aug 1, 2024 Form 4 Insider Report for Cerevel Therapeutics Holdings, Inc. (CERE)

Signature
Bain Capital Investors, LLC, By: /s/ Christopher Gordon, Title: Partner
Stock symbol
CERE
Transactions as of
Aug 1, 2024
Transactions value $
$0
Form type
4
Date filed
8/5/2024, 04:52 PM
Previous filing
Jun 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CERE Common Stock Disposed to Issuer -65.7M -100% 0 Aug 1, 2024 See footnotes F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bain Capital Investors Llc 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, without interest.
F2 Represents shares of common stock held directly by BC Perception Holdings, LP ("BC Perception"). Bain Capital Fund XII, L.P. ("Fund XII") is the sole member of BCPE Perception GP, LLC ("Perception GP"), which is the general partner of BC Perception. Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC ("Partners XII" and, together with BCI, BC Perception, Fund XII and Perception GP, the "Bain Capital Entities"), which is the general partner of Fund XII. As a result, each of the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of common stock held by BC Perception. Each of the Bain Capital Entities disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.