Ronald C. Renaud Jr. - 01 Aug 2024 Form 4 Insider Report for Cerevel Therapeutics Holdings, Inc.

Footnote 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.

Footnote F2

Shares held by The Ronald C Renaud Jr Trust 2 U/A DTD 06/08/2007, of which the Reporting Person and his spouse serve as trustees. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

Footnote F3

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.

Footnote F4

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.

Footnote F5

At the Effective Time, each outstanding award of performance-based restricted stock units ("PSUs") was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares subject to such PSUs, determined assuming that the applicable performance goals had been deemed to be achieved at the greater of target and actual level of performance, multiplied by (ii) the Merger Consideration, subject to any applicable withholding taxes and in accordance with the terms of the Merger Agreement.