Form 4 for XERS Xeris Biopharma Holdings, Inc.
Accepted 2021-10-05 00:00:00 ET · period of report 2021-10-05 · accession 0000899243-21-039341 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-10-05 | 2021-10-05 | XERS | JOHNSON JOHN | Dir | A - Grant | — | +478.3K | 478.3K | New | — |
| DM | 2021-10-05 | 2021-10-05 | XERS | JOHNSON JOHN | Dir | A - Grant | — | +388.6K | 215.6K | 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 | 478,312 | — | 478,312 | D | — | — | (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"). At the effective time of the Merger (the "Merger Effective Time"), all existing ordinary shares of Strongbridge were cancelled and automatically converted into the right to receive HoldCo common stock on a 0.7840-for-one basis. |
| 2 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 31,360 | — | 31,360 | D | $5.62 · — to 2027-05-11 | 31,360 Common Stock | (F2) At the Merger Effective Time, each option to purchase ordinary shares of Strongbridge (the "Strongbridge 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 a 0.7840-for-one basis, on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Strongbridge Option immediately prior to the Merger Effective Time. (F3) These options are fully vested as of the date hereof. |
| 3 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 31,360 | — | 31,360 | D | $9.89 · — to 2028-05-15 | 31,360 Common Stock | (F2) At the Merger Effective Time, each option to purchase ordinary shares of Strongbridge (the "Strongbridge 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 a 0.7840-for-one basis, on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Strongbridge Option immediately prior to the Merger Effective Time. (F3) These options are fully vested as of the date hereof. |
| 4 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 10,367 | — | 10,367 | D | $22.39 · — to 2025-10-16 | 10,367 Common Stock | (F2) At the Merger Effective Time, each option to purchase ordinary shares of Strongbridge (the "Strongbridge 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 a 0.7840-for-one basis, on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Strongbridge Option immediately prior to the Merger Effective Time. (F3) These options are fully vested as of the date hereof. |
| 5 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 68,600 | — | 68,600 | D | $2.43 · — to 2030-04-08 | 68,600 Common Stock | (F2) At the Merger Effective Time, each option to purchase ordinary shares of Strongbridge (the "Strongbridge 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 a 0.7840-for-one basis, on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Strongbridge Option immediately prior to the Merger Effective Time. (F3) These options are fully vested as of the date hereof. |
| 6 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 31,360 | — | 31,360 | D | $7.02 · — to 2026-05-12 | 31,360 Common Stock | (F2) At the Merger Effective Time, each option to purchase ordinary shares of Strongbridge (the "Strongbridge 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 a 0.7840-for-one basis, on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Strongbridge Option immediately prior to the Merger Effective Time. (F3) These options are fully vested as of the date hereof. |
| 7 | Derivative | Stock Option (Right to Buy) | 2021-10-05 | A | A | 215,600 | — | 215,600 | D | $1.99 · — to 2029-11-14 | 215,600 Common Stock | (F2) At the Merger Effective Time, each option to purchase ordinary shares of Strongbridge (the "Strongbridge 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 a 0.7840-for-one basis, on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Strongbridge Option immediately prior to the Merger Effective Time. (F3) These options are fully vested as of the date hereof. |