0000899243-21-039330.txt : 20211005 0000899243-21-039330.hdr.sgml : 20211005 20211005194610 ACCESSION NUMBER: 0000899243-21-039330 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: PRESTRELSKI STEVEN CENTRAL INDEX KEY: 0001744027 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40880 FILM NUMBER: 211308406 MAIL ADDRESS: STREET 1: C/O XERIS PHARMACEUTICALS STREET 2: 180 N. LASALLE STREET, SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60601 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 0001744027 PRESTRELSKI STEVEN C/O XERIS BIOPHARMA HOLDINGS, INC. 180 N. LASALLE STREET, SUITE 1600 CHICAGO IL 60601 0 1 0 0 Chief Scientific Officer Common Stock 2021-10-05 4 A 0 384780 A 384780 D Common Stock 2021-10-05 4 A 0 110000 A 494780 D Stock Option (Right to Buy) 0.69 2021-10-05 4 A 0 11228 A 2022-02-23 Common Stock 11228 11228 D Stock Option (Right to Buy) 1.55 2021-10-05 4 A 0 28072 A 2027-02-04 Common Stock 28072 28072 D Stock Option (Right to Buy) 1.55 2021-10-05 4 A 0 11266 A 2027-06-12 Common Stock 11266 11266 D Stock Option (Right to Buy) 5.93 2021-10-05 4 A 0 14036 A 2028-01-31 Common Stock 14036 14036 D Stock Option (Right to Buy) 13.88 2021-10-05 4 A 0 25000 A 2029-01-31 Common Stock 25000 25000 D Stock Option (Right to Buy) 3.94 2021-10-05 4 A 0 25000 A 2030-08-14 Common Stock 25000 25000 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. 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 options shall vest on the first anniversary of the vesting commencement date, with the remainder vesting ratably over the following 36 months. 50% of these options shall vest on the first anniversary of the vesting commencement date, 25% shall vest on the 18-month anniversary of the vesting commencement date and the remaining 25% shall vest on the second anniversary of the vesting commencement date. These options are early exercisable. /s/ Beth Hecht, as Attorney-in-Fact 2021-10-05