4//SEC Filing
Gordon Christopher R 4
Accession 0000950170-24-090908
CIK 0001805387other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 4:51 PM ET
Size
12.0 KB
Accession
0000950170-24-090908
Insider Transaction Report
Form 4
Gordon Christopher R
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-08-01−3,282→ 10,461 total - Disposition to Issuer
Common Stock
2024-08-01−10,461→ 0 total - Disposition to Issuer
Common Stock
2024-08-01−65,679,781→ 0 total(indirect: See footnotes) - Disposition to Issuer
Stock Option (Right to Buy)
2024-08-01−80,189→ 0 total→ Common Stock (80,189 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 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.
- [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]Represents shares of common stock held directly by BC Perception Holdings, LP ("BC Perception"). Christopher Gordon is a Partner of Bain Capital Investors, LLC ("BCI"), the ultimate general partner of BC Perception. Voting and investment decisions with respect to securities held by BC Perception are made by the partners of BCI. As a result, Mr. Gordon may be deemed to share voting and dispositive power with respect to the securities held by BC Perception. Mr. Gordon disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Documents
Issuer
Cerevel Therapeutics Holdings, Inc.
CIK 0001805387
Entity typeother
Related Parties
1- filerCIK 0001432313
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 4:51 PM ET
- Size
- 12.0 KB