4//SEC Filing
COLES N ANTHONY 4
Accession 0000950170-24-090789
CIK 0001805387other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 4:20 PM ET
Size
12.1 KB
Accession
0000950170-24-090789
Insider Transaction Report
Form 4
COLES N ANTHONY
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
2024-08-01−15,638→ 10,290 total - Disposition to Issuer
Common Stock
2024-08-01−10,290→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-01−4,809,418→ 0 total→ Common Stock (4,809,418 underlying) - Disposition to Issuer
Restricted Stock Units
2024-08-01−46,322→ 0 total→ Common Stock (46,322 underlying)
Footnotes (4)
- [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.
- [F2]These shares are represented by restricted stock units ("RSUs"). At the Effective Time, each outstanding award of RSUs was cancelled 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.
- [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.
- [F4]At the Effective Time, each outstanding award of RSUs was cancelled 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.
Documents
Issuer
Cerevel Therapeutics Holdings, Inc.
CIK 0001805387
Entity typeother
Related Parties
1- filerCIK 0001197018
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 4:20 PM ET
- Size
- 12.1 KB