SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Went Gregory T

(Last)

(First)

(Middle)

C/O ADAMAS PHARMACEUTICALS, INC.

2200 POWELL ST, STE 220

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2014

3. Issuer Name and Ticker or Trading Symbol
Adamas Pharmaceuticals Inc [ ADMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/09/2014

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,666	I	Gregory T. Went, as Custodian for Cora Went under the CA Uniform Transfers to Minors Act
Common Stock	6,666	I	Gregory T. Went, as Custodian for Bridget Went under the CA Uniform Transfers to Minors Act
Common Stock	390,664	I	Gregory T. Went and Marjorie S. Went, Trustees of the Went Family Living Trust Dated 03/24/11
Common Stock	80,000	I	Gregory T. Went and Marjorie S. Went, Trustees of the 2012 Irrevocable Trust FBO Cora Margaret Went
Common Stock	80,000	I	Gregory T. Went and Marjorie S. Went, Trustees of the 2012 Irrevocable Trust FBO Bridget Elise Went

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series AA Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,674	$3.8045	I	Gregory T. Went and Marjorie S. Went, Trustees of the Went Family Living Trust Dated 03/24/11
Series AA-1 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	8	⁽²⁾	D
Stock Option (Right to Buy)	⁽³⁾	09/12/2016	Common Stock	250,000	$1.875	D
Stock Option (Right to Buy)	⁽⁴⁾	11/16/2021	Common Stock	250,000	$0.665	D
Stock Option (Right to Buy)	⁽⁵⁾	02/22/2022	Common Stock	60,000	$0.665	D
Stock Option (Right to Buy)	⁽⁶⁾	02/20/2024	Common Stock	868,000	$8.995	D
Common Stock Warrant	⁽⁷⁾	09/25/2014	Common Stock	23,110	$4.5	D

Explanation of Responses:

1. The Series AA Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will automatically convert immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1 share of Series AA Preferred Stock, for no additional consideration.

2. The Series AA-1 Preferred Stock has no expiration date and will automatically convert immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1 share of Common Stock for every 1000 shares of Series AA-1 Preferred Stock, for no additional consideration. Except upon the closing of the Issuer's initial public offering, the Series AA-1 Preferred Stock shall not be convertible into Common Stock.

3. The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after April 25, 2006; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of April 25, 2006, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.

4. The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after June 30, 2011; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of June 30, 2011, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.

5. The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after February 1, 2012; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of February 1, 2012, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.

6. The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after February 20, 2014; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of February 20, 2014, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting.

7. The Common Stock Warrant may be exercised through cash payment of the purchase price or through net exercise before the expiration date.

Remarks:

	/s/Danielle Naftulin	04/14/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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