Form 4 for XERS Xeris Biopharma Holdings, Inc.
Accepted 2021-10-05 00:00:00 ET · period of report 2021-10-05 · accession 0000899243-21-039335 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-10-05 | 2021-10-05 | XERS | Edick Paul R | See Remarks, Dir | A - Grant | — | +608.1K | 608.1K | New | — |
| DI | 2021-10-05 | 2021-10-05 | XERS | Edick Paul R | See Remarks, Dir | A - Grant | — | +13.4K | 13.4K | New | — |
| DM | 2021-10-05 | 2021-10-05 | XERS | Edick Paul R | See Remarks, Dir | A - Grant | — | +1.44M | 98.3K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-10-05 | A | A | 197,231 | — | 197,231 | D By Paul R. Edick 2008 Revocable Trust u/d/t dated 6/25/2018 | — | — | (F1) 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"). (F2) (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. |
| 2 | Common | Common Stock | 2021-10-05 | A | A | 13,430 | — | 13,430 | I | — | — | (F1) 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"). (F2) (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. (F4) 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. |
| 3 | Common | Common Stock | 2021-10-05 | A | A | 410,833 | — | 608,064 | D | — | — | (F3) 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. |
| 4 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 668,065 | — | 668,065 | D | $1.55 · — to 2027-01-27 | 668,065 Common Stock | (F5) 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. (F6) These options are fully vested as of the date hereof. |
| 5 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 69,822 | — | 69,822 | D | $1.55 · — to 2027-06-11 | 69,822 Common Stock | (F5) 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. (F6) These options are fully vested as of the date hereof. |
| 6 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 400,000 | — | 400,000 | D | $5.08 · — to 2031-01-31 | 400,000 Common Stock | (F5) 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. (F7) 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. |
| 7 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 200,000 | — | 200,000 | D | $13.88 · — to 2029-01-31 | 200,000 Common Stock | (F5) 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. (F7) 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. |
| 8 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 98,252 | — | 98,252 | D | $5.93 · — to 2028-01-31 | 98,252 Common Stock | (F5) 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. (F7) 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. (F8) These options are early exercisable. |