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Form 4 Cerevel Therapeutics For: Aug 05 Filed by: Ceesay Abraham

August 9, 2022 8:59 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Ceesay Abraham

(Last) (First) (Middle)
C/O CEREVEL THERAPEUTICS HOLDINGS, INC.
222 JACOBS STREET, SUITE 200

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cerevel Therapeutics Holdings, Inc. [ CERE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/05/2022   M (1)   38,424 A $ 13.17 38,424 D  
Common Stock 08/05/2022   S (1)   38,424 D $ 32.5 (2) 0 D  
Common Stock 08/08/2022   M (1)   19,211 A $ 13.17 19,211 D  
Common Stock 08/08/2022   S (1)   9,606 D $ 37.75 9,605 D  
Common Stock 08/08/2022   S (1)   9,605 D $ 39.5 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 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 (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 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: 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) $ 13.17 08/05/2022   M (1)     38,424   (3) 06/01/2031 Common Stock 38,424 $ 0 422,641 D  
Stock Option (Right to Buy) $ 13.17 08/08/2022   M (1)     19,211   (3) 06/01/2031 Common Stock 19,211 $ 0 403,430 D  
Explanation of Responses:
1. These transactions were effected pursuant to a Rule 10b5-1 trading plan dated June 17, 2022 adopted by the Reporting Person.
2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.50 - $32.51. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. 25% of the shares subject to this option vested and became exercisable on June 1, 2022, with the remainder vesting in thirty-six (36) equal monthly installments thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Mark Bodenrader, as Attorney-in-Fact 08/09/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Mark
Bodenrader, Scott Akamine and John Mei, signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

        (1)    execute for and on behalf of the undersigned, in the
undersigned's capacity as officer and/or director of Cerevel Therapeutics
Holdings, Inc., a Delaware corporation (the "Company"), from time to time the
following U.S. Securities and Exchange Commission (the "SEC") forms: (i) Form
ID, including any attached documents (such as Update Passphrase
Authentication), to effect the assignment of codes to the undersigned to be
used in the transmission of information to the SEC using the EDGAR System; (ii)
Form 3, Initial Statement of Beneficial Ownership of Securities, including any
attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership
of Securities, including any attached documents; (iv) Form 5, Annual Statement
of Beneficial Ownership of Securities in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
thereunder, including any attached documents; and (v) amendments of each
thereof, in accordance with the Exchange Act, and the rules thereunder,
including any attached documents;

        (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5 or any amendment(s) thereto and timely file such form(s)
with the SEC and any securities exchange, national association or similar
authority; and

        (3)    take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned hereby agrees to indemnify the attorneys-in-fact and the
Company from and against any demand, damage, loss, cost or expense arising from
any false or misleading information provided by the undersigned to the
attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of June 14, 2022.


                                   /s/ Abraham Ceesay
                                   -------------------------------
                                   Abraham Ceesay


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