Adam Koppel - 01 Aug 2024 Form 4 Insider Report for Cerevel Therapeutics Holdings, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Aug 2024, 16:49:16 UTC
Prior SEC filing
28 Jun 2024
Next SEC filing
30 Dec 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Adam Koppel

Key filing fact

Adam Koppel filed Form 4 for Cerevel Therapeutics Holdings, Inc. on 05 Aug 2024.

Key facts

  • This page summarizes Adam Koppel's Form 4 filing for Cerevel Therapeutics Holdings, Inc..
  • 4 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 05 Aug 2024, 16:49.

Change

  • Previous filing in this sequence was filed on 28 Jun 2024.
  • 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.

CERE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-3,282
Change %
-24%
Price
Shares after
10,461
Date
01 Aug 2024
Ownership
Direct
Footnotes
F1
CERE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-10,461
Change %
-100%
Price
Shares after
0
Date
01 Aug 2024
Ownership
Direct
Footnotes
F2
CERE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-65,679,781
Change %
-100%
Price
Shares after
0
Date
01 Aug 2024
Ownership
See footnotes
Footnotes
F1, F4

Reported derivative securities

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

CERE transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-80,189
Change %
-100%
Price
Shares after
0
Date
01 Aug 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
80,189
Exercise price
Footnotes
F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 footnotes

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

These shares are represented by restricted stock units ("RSUs"). At the Effective Time, each outstanding award of RSUs was canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares underlying such RSU immediately prior to the Effective Time, multiplied by the Merger Consideration.

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

Represents shares of common stock held directly by BC Perception Holdings, LP ("BC Perception"). Adam Koppel is a Partner of Bain Capital Life Sciences Investors, LLC. As a result, Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by BC Perception. Dr. Koppel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

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