0000899243-21-039335.txt : 20211005 0000899243-21-039335.hdr.sgml : 20211005 20211005194944 ACCESSION NUMBER: 0000899243-21-039335 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211005 FILED AS OF DATE: 20211005 DATE AS OF CHANGE: 20211005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edick Paul R CENTRAL INDEX KEY: 0001531178 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40880 FILM NUMBER: 211308416 MAIL ADDRESS: STREET 1: C/O NEWLINK GENETICS CORP. STREET 2: 2503 SOUTH LOOP DR., SUITE 5100 CITY: AMES STATE: IA ZIP: 50010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xeris Biopharma Holdings, Inc. CENTRAL INDEX KEY: 0001867096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 180 N. LASALLE STREET, SUITE 1600 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 844-445-5704 MAIL ADDRESS: STREET 1: 180 N. LASALLE STREET, SUITE 1600 CITY: CHICAGO STATE: IL ZIP: 60601 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-05 0 0001867096 Xeris Biopharma Holdings, Inc. XERS 0001531178 Edick Paul R C/O XERIS BIOPHARMA HOLDINGS, INC. 180 N. LASALLE STREET, SUITE 1600 CHICAGO IL 60601 1 1 0 0 See Remarks Common Stock 2021-10-05 4 A 0 197231 A 197231 D Common Stock 2021-10-05 4 A 0 410833 A 608064 D Common Stock 2021-10-05 4 A 0 13430 A 13430 I By Paul R. Edick 2008 Revocable Trust u/d/t dated 6/25/2018 Stock Option (Right to Buy) 1.55 2021-10-05 4 A 0 668065 A 2027-01-27 Common Stock 668065 668065 D Stock Option (Right to Buy) 1.55 2021-10-05 4 A 0 69822 A 2027-06-11 Common Stock 69822 69822 D Stock Option (Right to Buy) 5.93 2021-10-05 4 A 0 98252 A 2028-01-31 Common Stock 98252 98252 D Stock Option (Right to Buy) 13.88 2021-10-05 4 A 0 200000 A 2029-01-31 Common Stock 200000 200000 D Stock Option (Right to Buy) 5.08 2021-10-05 4 A 0 400000 A 2031-01-31 Common Stock 400000 400000 D On October 5, 2021, pursuant to the transaction agreement dated as of May 24, 2021 ("Transaction Agreement") by and among Xeris Pharmaceuticals, Inc. ("Xeris"), Strongbridge Biopharma plc ("Strongbridge"), the Issuer ("HoldCo") and Wells MergerSub, Inc., a wholly owned subsidiary of HoldCo ("MergerSub"), HoldCo acquired the entire issued and to be issued ordinary share capital of Strongbridge (the "Acquisition"), and MergerSub merged with and into Xeris, with Xeris continuing as the surviving corporation and wholly owned subsidiary of HoldCo (the "Merger", and together with the Acquisition, the "Transaction"). (Continued from Footnote 1) At the effective time of the Merger (the "Merger Effective Time"), all existing shares of Xeris common stock (the "Xeris common stock") were cancelled and automatically converted into the right to receive HoldCo common stock on a one-for-one basis. This amount includes shares of HoldCo common stock received upon vesting of Xeris restricted stock units that were vested as of the Merger Effective time, net of shares withheld for tax. Represents restricted stock units each representing a contingent right to receive one share of HoldCo common stock (the "HoldCo RSU"). At the Merger Effective Time, each restricted stock unit representing a contingent right to acquire one share of Xeris common stock (the "Xeris RSU") that was outstanding immediately prior to the Merger Effective Time was automatically converted into a HoldCo RSU on the same terms and conditions (including any applicable vesting and settlement terms) as were applicable to such Xeris RSU immediately prior to the Merger Effective Time, including that the number of shares of HoldCo common stock subject to such HoldCo RSU is equal to the number of shares that were subject to the Xeris RSU. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. At the Merger Effective Time, each option to purchase shares of Xeris common stock (the "Xeris Option") that was outstanding immediately prior to the Merger Effective Time, whether vested or unvested, was automatically converted into an option to purchase shares of HoldCo common stock (the "HoldCo Option"), on the same terms and conditions including any applicable vesting and exercisability requirements) as were applicable to such Xeris Option immediately prior to the Merger Effective Time, including that the number of shares of HoldCo common stock subject to the HoldCo Option is equal to the number of shares that were subject to the Xeris Option and the exercise price applicable to the HoldCo Option is the same as applied to the Xeris Option. These options are fully vested as of the date hereof. 25% of these shares shall vest on the first anniversary of the vesting commencement date, with the remainder vesting ratably over the following 36 months. These options are early exercisable. Chairman and Chief Executive Officer /s/ Beth Hecht, as Attorney-in-Fact 2021-10-05