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| CUSIP No. 15678U128 |
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13D |
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Page
3
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This Amendment No. 4 to Schedule 13D relates to shares of common stock, $0.0001 par value per share (the
“Common Stock”), of Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Person on November 4, 2020, as amended by Amendment
No. 1 filed on July 9, 2021, Amendment No. 2 filed on March 3, 2022 and Amendment No. 3 filed on August 18, 2022 (the “Initial Statement” and, as further amended by this Amendment No. 4, the
“Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial Statement is hereby amended and supplemented to add the following:
On October 16, 2023, the Reporting Person purchased 5,480,052 shares of Common Stock from the underwriters in an underwritten public offering (the
“October 2023 Offering”) at a price of $22.81 per share for a total purchase price of $124,999,986. The Reporting Person used its own working capital to acquire the foregoing securities.
Item 5. Interest in Securities of the Issuer
Item
5 of the Initial Statement is hereby amended and restated as follows:
The information set forth in Items 2 and 3 and on the cover pages of this Schedule
13D is incorporated by reference in its entirety into this Item 5.
(a) – (c) As of the date hereof, the Reporting Person holds 65,679,781 shares of
Common Stock, representing approximately 36.5% of the outstanding shares of Common Stock. The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on (i) 157,487,636 shares of Common Stock issued and
outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and (ii) 22,687,417 shares of Common Stock issued in the October 2023 Offering, inclusive of
a full exercise of the underwriters’ option to purchase additional shares.
As a result of the voting arrangements described under Item 6 of this
Schedule 13D, the Reporting Person and Pfizer Inc. (“Pfizer”) may be deemed to be a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended. As of the date hereof, based on publicly available
information, Pfizer owns 27,349,211 shares of Common Stock, or approximately 15.2% of the outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by Pfizer.
(d) Except as otherwise described in this Item 5, no one other than the Reporting Person has the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Person as described in this Item 5.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Initial Statement is hereby amended and supplemented to add the following:
October 2023 Lock-Up Agreement
In connection with the October 2023 Offering, the Reporting Person entered into a lock-up agreement (the “October
2023 Lock-Up Agreement”) with the representative of the several underwriters of the October 2023 Offering, pursuant to which the Reporting Person agreed, subject to certain exceptions, not to sell or
offer to sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for, shares of Common Stock for a period of 45 days after the date of the prospectus relating to the October 2023 Offering without the prior
written consent of the representative.