0000950170-23-072377.txt : 20231221 0000950170-23-072377.hdr.sgml : 20231221 20231221202407 ACCESSION NUMBER: 0000950170-23-072377 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231219 FILED AS OF DATE: 20231221 DATE AS OF CHANGE: 20231221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DiPietro Kenneth CENTRAL INDEX KEY: 0001540188 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39311 FILM NUMBER: 231506926 MAIL ADDRESS: STREET 1: C/O BIOGEN IDEC INC. STREET 2: 133 BOSTON POST ROAD CITY: WESTON STATE: MA ZIP: 02493 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cerevel Therapeutics Holdings, Inc. CENTRAL INDEX KEY: 0001805387 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 JACOBS STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 844-304-2048 MAIL ADDRESS: STREET 1: 222 JACOBS STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02141 FORMER COMPANY: FORMER CONFORMED NAME: ARYA Sciences Acquisition Corp II DATE OF NAME CHANGE: 20200303 4 1 ownership.xml 4 X0508 4 2023-12-19 0001805387 Cerevel Therapeutics Holdings, Inc. CERE 0001540188 DiPietro Kenneth C/O CEREVEL THERAPEUTICS HOLDINGS, INC. 222 JACOBS STREET, SUITE 200 CAMBRIDGE MA 02141 false true false false Chief Human Resources Officer false Common Stock 2023-12-19 4 M false 13913 A 30919 D Common Stock 2023-12-20 4 S false 6256 41.4232 D 24663 D Restricted Stock Units 2023-12-19 4 M false 13913 0.00 D Common Stock 13913 0 D In order to mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of December 6, 2023, by and among Cerevel Therapeutics Holdings, Inc. (the "Issuer"), AbbVie Inc., Symphony Harlan LLC and Symphony Harlan Merger Sub Inc., the restricted stock units ("RSUs") held by the Reporting Person vested in full on December 19, 2023, subject to certain repayment conditions in the event that the Reporting Person's employment terminates for any reason prior to the date the RSUs otherwise would vest. Each RSU represented the contingent right to receive one share of the Issuer's common stock. Includes 2,736 shares previously acquired under the Issuer's Employee Stock Purchase Plan. The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $41.36 to $41.50. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. /s/ Mark Bodenrader, as Attorney-in-Fact 2023-12-21