08/05/2024 | Press release | Distributed by Public on 08/05/2024 14:53
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BAIN CAPITAL INVESTORS LLC 200 CLARENDON STREET BOSTON, MA02116 |
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BC Perception Holdings, LP 200 CLARENDON STREET BOSTON, MA02116 |
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BCPE Perception GP, LLC 200 CLARENDON STREET BOSTON, MA02116 |
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Bain Capital Fund XII, LP 200 CLARENDON STREET BOSTON, MA02116 |
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Bain Capital Partners XII, LLC 200 CLARENDON STREET BOSTON, MA02116 |
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Bain Capital Investors, LLC, By: /s/ Christopher Gordon, Title: Partner | 2024-08-05 |
**Signature of Reporting Person | Date |
BC Perception Holdings, LP, By: BCPE Perception GP, LLC, its general partner, By: /s/ Christopher Gordon, Title: Authorized Signatory | 2024-08-05 |
**Signature of Reporting Person | Date |
BCPE Perception GP, LLC, By: /s/ Christopher Gordon, Title: Authorized Signatory | 2024-08-05 |
**Signature of Reporting Person | Date |
Bain Capital Fund XII, L.P., By: Bain Capital Partners XII, LLC, its general partner, By: Bain Capital Investors, LLC, its manager, By: /s/ Christopher Gordon, Title: Partner | 2024-08-05 |
**Signature of Reporting Person | Date |
Bain Capital Partners XII, LLC, By: Bain Capital Investors, LLC, its manager, By: /s/ Christopher Gordon, Title: Partner | 2024-08-05 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated December 6, 2023, by and among AbbVie Inc. ("Parent"), Symphony Harlan LLC, Symphony Harlan Merger Sub Inc. ("Merger Sub") and Cerevel Therapeutics Holdings, Inc. ("Issuer"), on August 1, 2024 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of Parent upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock was cancelled and converted into the right to receive $45.00 in cash, without interest. |
(2) | Represents shares of common stock held directly by BC Perception Holdings, LP ("BC Perception"). Bain Capital Fund XII, L.P. ("Fund XII") is the sole member of BCPE Perception GP, LLC ("Perception GP"), which is the general partner of BC Perception. Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XII, LLC ("Partners XII" and, together with BCI, BC Perception, Fund XII and Perception GP, the "Bain Capital Entities"), which is the general partner of Fund XII. As a result, each of the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of common stock held by BC Perception. Each of the Bain Capital Entities disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. |