4//SEC Filing
McFarlane Neil F. 4
Accession 0001328143-21-000093
CIK 0001328143other
Filed
Nov 23, 7:00 PM ET
Accepted
Nov 24, 4:10 PM ET
Size
13.2 KB
Accession
0001328143-21-000093
Insider Transaction Report
Form 4
McFarlane Neil F.
Chief Executive Officer
Transactions
- Disposition from Tender
Common Stock
2021-11-24−600,000→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2021-11-24−250,000→ 0 totalExercise: $6.25Exp: 2029-09-15→ Common Stock (250,000 underlying) - Award
Common Stock
2021-11-24+75,000→ 600,000 total - Disposition to Issuer
Stock Option (Right to Buy)
2021-11-24−200,000→ 0 totalExercise: $1.99Exp: 2030-03-17→ Common Stock (200,000 underlying)
Footnotes (8)
- [F1]Represents shares of performance-based restricted stock units ("PRSUs") granted to the reporting person on March 2, 2021. The performance conditions associated with the PRSUs had not yet occurred. Pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), the PRSU was deemed to have vested.
- [F2]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 10, 2021, by and among the Issuer, Supernus Pharmaceuticals, Inc. ("Parent") and Supernus Reef, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 24, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $8.10 in cash plus two contingent value rights ("CVRs" and, collectively with the cash amount, the "Per Share Price").
- [F3]A portion of this amount consists of unvested restricted stock units, including PRSUs ("RSUs"). Pursuant to the terms of the Merger Agreement, each Issuer RSU that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding under applicable tax law, the Per Share Price.
- [F4]Disposed of pursuant to Merger Agreement in exchange for $8.10 plus two CVRs per share. The CVRs do not have a market value.
- [F5]The Option shares shall vest as follows: 25% of the shares subject to the option shall vest on September 16, 2020 and an additional 1/48th of the shares subject to the option shall vest on a monthly basis thereafter over the following 36 months.
- [F6]Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer option that was outstanding (whether vested or unvested) immediately prior to the Effective Time and with a per share exercise price less than $8.10, was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding under applicable tax law, two CVRs plus the excess of (i) $8.10 over (ii) the per share exercise price of such Issuer option.
- [F7]$1.85 plus two CVRs per share underlying the stock option.
- [F8]$6.11 plus two CVRs per share underlying the stock option.
Documents
Issuer
Adamas Pharmaceuticals Inc
CIK 0001328143
Entity typeother
Related Parties
1- filerCIK 0001681098
Filing Metadata
- Form type
- 4
- Filed
- Nov 23, 7:00 PM ET
- Accepted
- Nov 24, 4:10 PM ET
- Size
- 13.2 KB