SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hopkinson Craig C.

(Last)

(First)

(Middle)

900 WINTER ST.

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alkermes plc. [ ALKS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP R&D, Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	02/08/2024		A		46,658	A	⁽¹⁾	103,217	D
Ordinary Shares	02/08/2024		F		15,280	D	$26.77	87,937	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽²⁾	$58.4	11/17/2023		J	V	1,599		⁽³⁾	06/07/2027	Ordinary Shares	1,599	$58.4	81,599	D
Employee Stock Option (Right to Buy)⁽²⁾	$65.94	11/17/2023		J	V	1,089		⁽³⁾	02/16/2028	Ordinary Shares	1,089	$65.94	55,589	D
Employee Stock Option (Right to Buy)⁽²⁾	$31.93	11/17/2023		J	V	2,133		⁽³⁾	02/21/2029	Ordinary Shares	2,133	$31.93	108,833	D
Employee Stock Option (Right to Buy)⁽²⁾	$20.03	11/17/2023		J	V	3,376		⁽⁴⁾	02/20/2030	Ordinary Shares	3,376	$20.03	172,232	D
Restricted Stock Unit Award⁽²⁾	⁽⁵⁾	11/17/2023		J	V	201		⁽⁶⁾	⁽⁶⁾	Ordinary Shares	201	⁽⁵⁾	10,297	D
Employee Stock Option (Right to Buy)⁽²⁾	$19.34	11/17/2023		J	V	3,929		⁽⁷⁾	02/22/2031	Ordinary Shares	3,929	$19.34	200,413	D
Restricted Stock Unit Award⁽²⁾	⁽⁵⁾	11/17/2023		J	V	481		⁽⁸⁾	⁽⁸⁾	Ordinary Shares	481	⁽⁵⁾	24,557	D
Employee Stock Option (Right to Buy)⁽²⁾	$24.59	11/17/2023		J	V	2,790		⁽⁹⁾	02/18/2032	Ordinary Shares	2,790	$24.59	142,344	D
Restricted Stock Unit Award⁽²⁾	⁽⁵⁾	11/17/2023		J	V	523		⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	523	⁽⁵⁾	26,690	D
Employee Stock Option (Right to Buy)⁽²⁾	$26.82	11/17/2023		J	V	2,412		⁽¹¹⁾	02/23/2033	Ordinary Shares	2,412	$26.82	123,027	D
Restricted Stock Unit Award⁽²⁾	⁽⁵⁾	11/17/2023		J	V	603		⁽¹²⁾	⁽¹²⁾	Ordinary Shares	603	⁽⁵⁾	30,757	D

Explanation of Responses:

1. 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.

2. 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.

3. These options are fully vested in accordance with their terms.

4. Shares subject to the stock option award vest and become exercisable in four equal annual installments commencing on 2/20/2021.

5. Each restricted stock unit represents a contingent right to receive one ordinary share.

6. Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/20/2021.

7. Shares underlying the stock option vest and become exercisable in four equal annual installments commencing on 2/22/2022.

8. Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/22/2022.

9. Shares underlying the stock option vest and become exercisable in four equal annual installments commencing on 2/18/2023.

10. Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/18/2023.

11. Shares underlying the stock option vest and become exercisable in four equal annual installments commencing on 2/23/2024.

12. Shares subject to the restricted stock unit award vest in four equal annual installments, commencing on 2/23/2024.

Remarks:

EXHIBIT LIST: Exhibit 24.1 - Power of Attorney

	/s/ Shantale Greenson, attorney-in-fact for Craig C. Hopkinson	02/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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