Statement of Changes in Beneficial Ownership (4)
October 05 2021 - 5:37PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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1. Name and Address of Reporting Person
*
Edick Paul R |
2. Issuer Name and Ticker or Trading Symbol
XERIS PHARMACEUTICALS INC
[
XERS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O XERIS PHARMACEUTICALS, INC., 180 N. LASALLE STREET, SUITE 1600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/5/2021 |
(Street)
CHICAGO, IL 60601
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/5/2021 | | D(1)(2) | | 197231 | D | (1)(2) | 410833 | D | |
Common Stock (3) | 10/5/2021 | | D(3) | | 410833 | D | (3) | 0 | D | |
Common Stock | 10/5/2021 | | D(1)(2) | | 13430 (4) | D | (1)(2) | 0 | I | By Paul R. Edick 2008 Revocable Trust u/d/t dated 6/25/2018 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $1.55 | 10/5/2021 | | D (5) | | | 668065 | (6) | 1/27/2027 | Common Stock | 668065 | (5) | 0 | D | |
Stock Option (Right to Buy) | $1.55 | 10/5/2021 | | D (5) | | | 69822 | (6) | 6/11/2027 | Common Stock | 69822 | (5) | 0 | D | |
Stock Option (Right to Buy) | $5.93 | 10/5/2021 | | D (5) | | | 98252 | (7)(8) | 1/31/2028 | Common Stock | 98252 | (5) | 0 | D | |
Stock Option (Right to Buy) | $13.88 | 10/5/2021 | | D (5) | | | 200000 | (7) | 1/31/2029 | Common Stock | 200000 | (5) | 0 | D | |
Stock Option (Right to Buy) | $5.08 | 10/5/2021 | | D (5) | | | 400000 | (7) | 1/31/2031 | Common Stock | 400000 | (5) | 0 | D | |
Explanation of Responses: |
(1) | On October 5, 2021, pursuant to the transaction agreement dated as of May 24, 2021 ("Transaction Agreement") by and among the Issuer ("Xeris"), Strongbridge Biopharma plc ("Strongbridge"), Xeris Biopharma Holdings, Inc. ("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"). |
(2) | (Continued from Footnote 1) At the effective time of the Merger (the "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 Xeris common stock received upon vesting of Xeris RSUs (as defined below), net of shares of Xeris common stock withheld for tax. |
(3) | Represents restricted stock units each representing a contingent right to receive one share of Xeris common stock (the "Xeris RSU"). At the Effective Time, each Xeris RSU that outstanding immediately prior to the Effective Time was automatically converted into a restricted stock unit representing a contingent right to acquire one share of HoldCo common stock (the "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 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. Excludes vested Xeris RSUs as of the Effective Time. |
(4) | 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. |
(5) | At the Effective Time, each option to purchase shares of Xeris common stock (the "Xeris Option") that was outstanding immediately prior to the 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 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. |
(6) | These options are fully vested as of the date hereof. |
(7) | 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) | These options are early exercisable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Edick Paul R C/O XERIS PHARMACEUTICALS, INC. 180 N. LASALLE STREET, SUITE 1600 CHICAGO, IL 60601 | X |
| Chief Executive Officer |
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Signatures
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/s/ Beth Hecht, as Attorney-in-Fact | | 10/5/2021 |
**Signature of Reporting Person | Date |
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