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