0001328143-21-000093.txt : 20211124 0001328143-21-000093.hdr.sgml : 20211124 20211124161040 ACCESSION NUMBER: 0001328143-21-000093 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211124 FILED AS OF DATE: 20211124 DATE AS OF CHANGE: 20211124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McFarlane Neil F. CENTRAL INDEX KEY: 0001681098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36399 FILM NUMBER: 211446543 MAIL ADDRESS: STREET 1: C/O RETROPHIN, INC. STREET 2: 12255 EL CAMINO REAL, SUITE 250 CITY: SAN DIEGO STATE: CA ZIP: 92130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Adamas Pharmaceuticals Inc CENTRAL INDEX KEY: 0001328143 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 421560076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1900 POWELL ST., SUITE 1000 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-450-3554 MAIL ADDRESS: STREET 1: 1900 POWELL ST., SUITE 1000 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: NeuroMolecular Pharmaceuticals Inc DATE OF NAME CHANGE: 20050524 4 1 wf-form4_163778822454298.xml FORM 4 X0306 4 2021-11-24 1 0001328143 Adamas Pharmaceuticals Inc ADMS 0001681098 McFarlane Neil F. C/O ADAMAS PHARMACEUTICALS, INC. 1900 POWELL ST., SUITE 1000 EMERYVILLE CA 94608 1 1 0 0 Chief Executive Officer Common Stock 2021-11-24 4 A 0 75000 0 A 600000 D Common Stock 2021-11-24 4 U 0 600000 D 0 D Stock Option (Right to Buy) 6.25 2021-11-24 4 D 0 250000 D 2029-09-15 Common Stock 250000.0 0 D Stock Option (Right to Buy) 1.99 2021-11-24 4 D 0 200000 D 2030-03-17 Common Stock 200000.0 0 D 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. 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"). 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. Disposed of pursuant to Merger Agreement in exchange for $8.10 plus two CVRs per share. The CVRs do not have a market value. 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. 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. $1.85 plus two CVRs per share underlying the stock option. $6.11 plus two CVRs per share underlying the stock option. /s/ Brett White, Attorney-in-fact 2021-11-24