4//SEC Filing
DEKKERS MARIJN E 4
Accession 0000950170-24-090815
CIK 0001805387other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 4:28 PM ET
Size
11.9 KB
Accession
0000950170-24-090815
Insider Transaction Report
Form 4
DEKKERS MARIJN E
Director
Transactions
- Disposition to Issuer
Common Stock
2024-08-01−10,461→ 0 total - Disposition to Issuer
Common Stock
2024-08-01−31,822→ 10,461 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-01−95,242→ 0 total→ Common Stock (95,242 underlying) - Disposition to Issuer
Common Stock
2024-08-01−402,326→ 0 total(indirect: See Footnote)
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]Represents shares held by Novalis LifeSciences Investments I, L.P. ("Novalis LifeSciences"). The Reporting Person, the Manager of the general partner of Novalis LifeSciences, has sole voting and dispositive power over the shares held by Novalis LifeSciences and, as a result, may be deemed to share beneficial ownership of the shares held by Novalis LifeSciences. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F4]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.
Documents
Issuer
Cerevel Therapeutics Holdings, Inc.
CIK 0001805387
Entity typeother
Related Parties
1- filerCIK 0001216068
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 4:28 PM ET
- Size
- 11.9 KB