0001062993-22-018390.txt : 20220818
0001062993-22-018390.hdr.sgml : 20220818
20220818171022
ACCESSION NUMBER: 0001062993-22-018390
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220816
FILED AS OF DATE: 20220818
DATE AS OF CHANGE: 20220818
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDELMAN JOSEPH
CENTRAL INDEX KEY: 0001164426
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39311
FILM NUMBER: 221178112
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE ADVISORS LLC
CENTRAL INDEX KEY: 0001224962
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39311
FILM NUMBER: 221178114
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
CENTRAL INDEX KEY: 0001249675
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39311
FILM NUMBER: 221178113
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5340
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cerevel Therapeutics Holdings, Inc.
CENTRAL INDEX KEY: 0001805387
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 222 JACOBS STREET
STREET 2: SUITE 200
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
BUSINESS PHONE: 844-304-2048
MAIL ADDRESS:
STREET 1: 222 JACOBS STREET
STREET 2: SUITE 200
CITY: CAMBRIDGE
STATE: MA
ZIP: 02141
FORMER COMPANY:
FORMER CONFORMED NAME: ARYA Sciences Acquisition Corp II
DATE OF NAME CHANGE: 20200303
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0306
4
2022-08-16
0001805387
Cerevel Therapeutics Holdings, Inc.
CERE
0001224962
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
0
0
0001249675
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
0
0
0001164426
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
1
0
0
0
Common Stock
2022-08-16
4
P
0
1425000
35.00
A
6511727
I
See Footnote
2.50% Convertible Senior Notes Due 2027
46.38
2022-08-16
4
P
0
100000000
100000000
A
2027-08-15
Common Stock
2156102
100000000
I
See Footnote
The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Mr. Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Before May 15, 2027, holders of the 2.50% Convertible Senior Notes Due 2027 (the "Notes") have the right to convert their Notes to shares of the Issuer's common stock only upon the occurrence of certain events specified in the indenture, dated August 16, 2022, setting forth the terms of the Notes. From and after May 15, 2027, holders of the Notes may convert their Notes to common stock at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the Notes.
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
2022-08-18
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
2022-08-18
/s/ Joseph Edelman
2022-08-18