Perceptive Advisors Llc - Aug 16, 2022 Form 4 Insider Report for Cerevel Therapeutics Holdings, Inc. (CERE)

Role: Director
Signature: /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
Stock symbol: CERE
Transactions as of: Aug 16, 2022
Transactions value $: $149,875,000
Form type: 4
Date filed: 8/18/2022, 05:10 PM
Previous filing: Aug 11, 2022
Next filing: Aug 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CERE	Common Stock	Purchase	$49.9M	+1.43M	+28.01%	$35.00	6.51M	Aug 16, 2022	See Footnote	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	2.50% Convertible Senior Notes Due 2027	Purchase	$100M				$100M	Aug 16, 2022	Common Stock	2.16M	$46.38	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Mr. Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
F2	Before May 15, 2027, holders of the 2.50% Convertible Senior Notes Due 2027 (the "Notes") have the right to convert their Notes to shares of the Issuer's common stock only upon the occurrence of certain events specified in the indenture, dated August 16, 2022, setting forth the terms of the Notes. From and after May 15, 2027, holders of the Notes may convert their Notes to common stock at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the Notes.

Content

The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Mr. Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Before May 15, 2027, holders of the 2.50% Convertible Senior Notes Due 2027 (the "Notes") have the right to convert their Notes to shares of the Issuer's common stock only upon the occurrence of certain events specified in the indenture, dated August 16, 2022, setting forth the terms of the Notes. From and after May 15, 2027, holders of the Notes may convert their Notes to common stock at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the Notes.