0001127602-24-004628.txt : 20240212
0001127602-24-004628.hdr.sgml : 20240212
20240212215526
ACCESSION NUMBER: 0001127602-24-004628
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20240208
FILED AS OF DATE: 20240212
DATE AS OF CHANGE: 20240212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brown Iain Michael
CENTRAL INDEX KEY: 0001643456
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35299
FILM NUMBER: 24622391
MAIL ADDRESS:
STREET 1: 14 ROYALSTON AVENUE
CITY: WINCHESTER
STATE: MA
ZIP: 01890
FORMER NAME:
FORMER CONFORMED NAME: Brown Iain Michael Brown
DATE OF NAME CHANGE: 20150527
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Alkermes plc.
CENTRAL INDEX KEY: 0001520262
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 981007018
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: CONNAUGHT HOUSE
STREET 2: 1 BURLINGTON ROAD
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
BUSINESS PHONE: 00-353-1-772-8000
MAIL ADDRESS:
STREET 1: CONNAUGHT HOUSE
STREET 2: 1 BURLINGTON ROAD
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: ANTLER SCIENCE TWO PLC
DATE OF NAME CHANGE: 20110804
FORMER COMPANY:
FORMER CONFORMED NAME: Antler Science Two Ltd
DATE OF NAME CHANGE: 20110509
4
1
form4.xml
PRIMARY DOCUMENT
X0508
4
2024-02-08
0001520262
Alkermes plc.
ALKS
0001643456
Brown Iain Michael
900 WINTER STREET
WALTHAM
MA
02451
1
SVP, Chief Financial Officer
0
Ordinary Shares
2024-02-08
4
A
0
27012
A
109850
D
Ordinary Shares
2024-02-08
4
F
0
8137
26.77
D
101713
D
Employee Stock Option (Right to Buy)
46.24
2023-11-17
5
J
0
E
499
46.24
A
2024-03-03
Ordinary Shares
499
25499
D
Employee Stock Option (Right to Buy)
69.83
2023-11-17
5
J
0
E
354
69.83
A
2025-02-26
Ordinary Shares
354
18104
D
Employee Stock Option (Right to Buy)
31.64
2023-11-17
5
J
0
E
719
31.64
A
2026-02-28
Ordinary Shares
719
36719
D
Employee Stock Option (Right to Buy)
53.50
2023-11-17
5
J
0
E
799
53.50
A
2027-02-17
Ordinary Shares
799
40799
D
Employee Stock Option (Right to Buy)
65.94
2023-11-17
5
J
0
E
759
65.94
A
2028-02-16
Ordinary Shares
759
38759
D
Employee Stock Option (Right to Buy)
31.93
2023-11-17
5
J
0
E
1489
31.93
A
2029-02-21
Ordinary Shares
1489
75989
D
Employee Stock Option (Right to Buy)
20.03
2023-11-17
5
J
0
E
1534
20.03
A
2030-02-20
Ordinary Shares
1534
78287
D
Restricted Stock Unit Award
2023-11-17
5
J
0
E
91
A
Ordinary Shares
91
4680
D
Employee Stock Option (Right to Buy)
19.34
2023-11-17
5
J
0
E
2274
19.34
A
2031-02-22
Ordinary Shares
2274
116028
D
Restricted Stock Unit Award
2023-11-17
5
J
0
E
278
A
Ordinary Shares
278
14217
D
Employee Stock Option (Right to Buy)
24.59
2023-11-17
5
J
0
E
1992
24.59
A
2032-02-18
Ordinary Shares
1992
101674
D
Restricted Stock Unit Award
2023-11-17
5
J
0
E
373
A
Ordinary Shares
373
19064
D
Employee Stock Option (Right to Buy)
26.82
2023-11-17
5
J
0
E
1827
26.82
A
2033-02-23
Ordinary Shares
1827
93202
D
Restricted Stock Unit Award
2023-11-17
5
J
0
E
456
A
Ordinary Shares
456
23300
D
These ordinary shares were acquired by the reporting person as a result of the vesting of performance-vesting restricted stock unit awards granted to the reporting person on February 22, 2021 with a three-year performance period that ended on December 31, 2023 (the "2021 PRSUs"). The vesting of this portion of the 2021 PRSUs was triggered by the determination of achievement of certain pre-specified performance goals and application of a total shareholder return modifier and represents the final vesting event under the 2021 PRSUs.
Represents an equity award granted prior to the separation of the issuer's oncology business into Mural Oncology plc (the "Separation"), as adjusted on November 17, 2023 in connection with the Separation (in order to preserve the value associated with the original award) based on the equity adjustment terms set forth in the Employee Matters Agreement filed by the issuer as Exhibit 10.2 to its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 15, 2023. The exercise price (if any) of the adjusted award is shown in Boxes 2 and 8, the number of shares subject to the adjusted award is shown in Box 9 and the number of shares added to the award pursuant to the adjustment is shown in Box 5.
These options are fully vested in accordance with their terms.
Shares subject to the stock option award vest and become exercisable in four equal annual installments commencing on 2/20/2021.
Each restricted stock unit represents a contingent right to receive one ordinary share.
Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/20/2021.
Shares underlying the stock option vest and become exercisable in four equal annual installments commencing on 2/22/2022.
Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/22/2022.
Shares underlying the stock option vest and become exercisable in four equal annual installments commencing on 2/18/2023.
Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/18/2023.
Shares underlying the stock option vest and become exercisable in four equal annual installments commencing on 2/23/2024.
Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/23/2024.
EXHIBIT LIST: Exhibit 24.1 - Power of Attorney
/s/ Shantale Greenson, attorney-in-fact for Iain M. Brown
2024-02-12
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): POA FEBRUARY 2024
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby revokes all powers of
attorney relating to the following matters and constitutes and appoints each of
Samuel Parisi, Shantale Greenson, Stephanie Roche, Rob Puopolo and
Jeffrey Geary, and any one of them acting singly, as true and lawful
attorneys-in-fact and agents, with the full power of substitution and
resubstitution, for the undersigned and in the undersigned?s name, place and
stead, in any and all capacities (until revoked in writing) to:
(1) prepare, execute in the undersigned?s name and on the undersigned?s behalf,
and submit to the U.S. Securities and Exchange Commission (?SEC?) a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934, as amended (the ?Exchange Act?) or any rules or
regulations of the SEC;
(2) prepare, execute, acknowledge, deliver and file for and on behalf of the
undersigned, in the undersigned?s capacity as an officer and/or director of
Alkermes plc, an Irish corporation, or its subsidiaries
(together, the ?Company?), Forms 3, 4, and 5 (including any amendments thereto)
in accordance with Section 16(a) of the Exchange Act and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare, execute, acknowledge, deliver and
file any such Form 3, 4, or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the SEC and any stock exchange or
similar authority including, if necessary, non-U.S. regulators;
(4) seek or obtain, as the undersigned?s representative and on the
undersigned?s behalf, information on transactions in the Company?s securities
from any third party, including without limitation brokers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to the undersigned and approves and
ratifies any such release of information; and
(5) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that: (1) this Power of Attorney authorizes, but
does not require, each such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent verification
of such information; (2) any documents prepared and/or executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor such attorneys-in-fact assume any liability or
obligation for the undersigned in connection with the matters covered hereby,
including without limitation (i) any liability for the undersigned?s
responsibility to comply with the requirements of the Exchange Act,
(ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for
profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned?s obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.
The undersigned undertakes and agrees to indemnify the attorneys-in-fact against
all actions, claims, demands, proceedings, costs, charges, expenses and other
liabilities whatsoever which may be made against the attorneys-in-fact, or for
which the attorneys-in-fact may become liable, by reason of acting pursuant to
this Power of Attorney and the attorneys-in-fact shall not be liable to the
undersigned for any loss or damage occurring as a result of any act or omission
made by the attorneys-in-fact in good faith by reason of acting pursuant to this
Power of Attorney.
The undersigned hereby gives and grants the foregoing attorneys-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorneys-in-fact of, for and on
behalf of the undersigned, will lawfully do or cause to be done by virtue of
this Power of Attorney.
This Power of Attorney will remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned?s holdings of and transactions in securities issued by Alkermes plc,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney will be governed by the laws
of the State of New York, without regard to its choice of law provisions.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date set forth below.
Date: February 5, 2024
Signed: /s/ Iain Michael Brown
Name: Iain Michael Brown