Martha J. Demski - 24 Nov 2021 Form 4 Insider Report for Adamas Pharmaceuticals Inc

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 24 Nov 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 24 Nov 2021, 15:08:14 UTC
Prior SEC filing: 25 Jun 2021
Next SEC filing: 09 Mar 2022
Source filing: View source filing
Reporting owner signature: /s/ Brett White, Attorney-in-fact

Key filing fact

Martha J. Demski filed Form 4 for Adamas Pharmaceuticals Inc on 24 Nov 2021.

Key facts

This page summarizes Martha J. Demski's Form 4 filing for Adamas Pharmaceuticals Inc.
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 24 Nov 2021, 15:08.

Change

Previous filing in this sequence was filed on 25 Jun 2021.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ADMS transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -16,000
Change %: -100%
Price
Shares after: 0
Date: 24 Nov 2021
Ownership: Martha J. Demski U/D/T 10/1/1994, Martha J. Demski Trustee
Footnotes: F1, F2

ADMS transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -5,000
Change %: -100%
Price
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ADMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $4.80
Footnotes: F4, F5, F6

ADMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $2.70
Footnotes: F4, F5, F7

ADMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $5.21
Footnotes: F5, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Martha J. Demski is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote 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").

Footnote F2

Disposed of pursuant to Merger Agreement in exchange for $8.10 plus two CVRs per share. The CVRs do not have a market value.

Footnote F3

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.

Footnote F4

The stock option is fully vested and exercisable.

Footnote 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.

Footnote F6

$3.30 plus two CVRs per share underlying the stock option.

Footnote F7

$5.40 plus two CVRs per share underlying the stock option.

Footnote F8

$2.89 plus two CVRs per share underlying the stock option.