Anna Richo - Nov 24, 2021 Form 4 Insider Report for Adamas Pharmaceuticals Inc (ADMS)

Role
Director
Signature
/s/ Brett White, Attorney-in-fact
Stock symbol
ADMS
Transactions as of
Nov 24, 2021
Transactions value $
$0
Form type
4
Date filed
11/24/2021, 03:08 PM
Previous filing
Jun 4, 2021
Next filing
Aug 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ADMS Common Stock Disposition pursuant to a tender of shares in a change of control transaction -25K -100% 0 Nov 24, 2021 Direct F1, F2, F3

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 ADMS Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Nov 24, 2021 Common Stock 20K $5.12 Direct F4, F5, F6
transaction ADMS Stock Option (Right to Buy) Disposed to Issuer -10K -100% 0 Nov 24, 2021 Common Stock 10K $5.21 Direct F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Anna Richo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 10, 2021, by and among the Issuer, Supernus Pharmaceuticals, Inc. ("Parent") and Supernus Reef, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 24, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $8.10 in cash plus two contingent value rights ("CVRs" and, collectively with the cash amount, the "Per Share Price").
F2 A portion of this amount consists of unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, each Issuer RSU that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding under applicable tax law, the Per Share Price.
F3 Disposed of pursuant to Merger Agreement in exchange for $8.10 plus two CVRs per share. The CVRs do not have a market value.
F4 The shares subject to the option vest annually in equal installments over 3 years.
F5 Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer option that was outstanding (whether vested or unvested) immediately prior to the Effective Time and with a per share exercise price less than $8.10, was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding under applicable tax law, two CVRs plus the excess of (i) $8.10 over (ii) the per share exercise price of such Issuer option.
F6 $2.98 plus two CVRs per share underlying the stock option.
F7 $2.89 plus two CVRs per share underlying the stock option.