0000950170-23-072370.txt : 20231221
0000950170-23-072370.hdr.sgml : 20231221
20231221201459
ACCESSION NUMBER: 0000950170-23-072370
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: Sanchez Ramiro
CENTRAL INDEX KEY: 0001830326
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39311
FILM NUMBER: 231506918
MAIL ADDRESS:
STREET 1: C/O CEREVELL THERAPEUTICS HOLDINGS INC.
STREET 2: 131 DARTMOUTH STREET SUITE 502
CITY: BOSTON
STATE: MA
ZIP: 02116
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
0001830326
Sanchez Ramiro
C/O CEREVEL THERAPEUTICS HOLDINGS, INC.
222 JACOBS STREET, SUITE 200
CAMBRIDGE
MA
02141
false
true
false
false
Chief Medical Officer
false
Common Stock
2023-12-19
4
M
false
24825
A
24825
D
Common Stock
2023-12-20
4
S
false
10152
41.4232
D
14673
D
Restricted Stock Units
2023-12-19
4
M
false
24825
0.00
D
Common Stock
24825
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.
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