FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ericson William W.
2. Issuer Name and Ticker or Trading Symbol

Adamas Pharmaceuticals Inc [ ADMS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ADAMAS PHARMACEUTICALS, INC., 1900 POWELL ST., SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

11/24/2021
(Street)

EMERYVILLE, CA 94608
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/24/2021  U(1)  10000 (2)D (3)0 D  
Common Stock 11/24/2021  U(1)  4031804 D (3)0 I MDV VII LP, nom for MDV VII LP, MDV VII Leaders' Fund LP, MDV ENF VII (A) LP, and MDV ENF VII (B) LP (4)
Common Stock 11/24/2021  U(1)  6043 D (3)0 I MDV ENF VII (A), L.P. (4)
Common Stock 11/24/2021  U(1)  3146 D (3)0 I MDV ENF VII (B), L.P. (4)
Common Stock 11/24/2021  U(1)  25661 D (3)0 I MDV VII Leaders' Fund, L.P. (4)
Common Stock 11/24/2021  U(1)  287992 D (3)0 I MDV IX, L.P., as nominee for MDV IX, L.P., and MDV ENF IX, L.P. (5)
Common Stock 11/24/2021  U(1)  265150 D (3)0 I MDV VII, L.P. (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $4.8 11/24/2021  D     10000   (6)6/4/2029 (7)Common Stock 10000.0  (8)0 D  
Stock Option (Right to Buy) $2.7 11/24/2021  D     10000   (6)6/2/2030 (7)Common Stock 10000.0  (9)0 D  
Stock Option (Right to Buy) $5.21 11/24/2021  D     10000  6/2/2022 6/1/2031 (7)Common Stock 10000.0  (10)0 D  

Explanation of Responses:
(1) This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 10, 2021, by and among the Issuer, Supernus Pharmaceuticals, Inc. ("Parent") and Supernus Reef, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of November 24, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $8.10 in cash plus two contingent value rights ("CVRs" and, collectively with the cash amount, the "Per Share Price").
(2) A portion of this amount consists of unvested restricted stock units ("RSUs"). Pursuant to the terms of the Merger Agreement, each Issuer RSU that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding under applicable tax law, the Per Share Price.
(3) Disposed of pursuant to Merger Agreement in exchange for $8.10 plus two CVRs per share. The CVRs do not have a market value.
(4) Seventh MDV Partners, L.L.C. is the general partner of (i) MDV VII, L.P., as nominee for MDV VII, L.P., MDV ENF VII(A), L.P., MDV ENF VII(B), L.P., and MDV VII Leaders' Fund, L.P., (ii) MDV VII, L.P., (iii) MDV ENF VII(A), L.P., (iv) MDV ENF VII(B), L.P., and (v) MDV VII Leaders' Fund, L.P. (collectively, "MDV VII"). Feiber and Nancy Schoendorf ("Schoendorf") are Managing Members of Seventh MDV Partners, L.L.C. Feiber and Schoendorf may be deemed to share voting and dispositive power over the shares held by MDV VII. Each Reporting Person disclaims beneficial ownership of the shares held by MDV VII except to the extent of any pecuniary interest therein. Ericson, a general partner with Mohr Davidow Ventures, may be deemed to indirectly beneficially own the shares affiliated with MDV VII. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports.
(5) Ninth MDV Partners, L.L.C. is the general partner of MDV IX, L.P., as nominee for MDV IX, L.P. and MDV ENF IX, L.P. (collectively, "MDV IX"). William Ericson ("Ericson") and Jonathan Feiber ("Feiber") are Managing Members of Ninth MDV Partners, L.L.C. Ericson and Feiber may be deemed to share voting and dispositive power over the shares held by MDV IX. Each Reporting Person disclaims beneficial ownership of the shares held by MDV IX except to the extent of any pecuniary interest therein. Ericson is a director of the Issuer and, accordingly, files separate Section 16 reports.
(6) The stock option is fully vested and exercisable.
(7) Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer option that was outstanding (whether vested or unvested) immediately prior to the Effective Time and with a per share exercise price less than $8.10, was cancelled at the Effective Time and automatically converted into the right to receive for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding under applicable tax law, two CVRs plus the excess of (i) $8.10 over (ii) the per share exercise price of such Issuer option.
(8) $3.30 plus two CVRs per share underlying the stock option.
(9) $5.40 plus two CVRs per share underlying the stock option.
(10) $2.89 plus two CVRs per share underlying the stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ericson William W.
C/O ADAMAS PHARMACEUTICALS, INC.
1900 POWELL ST., SUITE 1000
EMERYVILLE, CA 94608
XX


Signatures
/s/ Brett White, Attorney-in-fact11/24/2021
**Signature of Reporting PersonDate

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