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