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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Adamas Pharmaceuticals Inc [ ADMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 04/15/2014 | C | 13,147 | A | (1)(2) | 23,821 | D | |||
Common Stock | 04/15/2014 | C | 2,628 | A | (2) | 2,628 | I | David L. Mahoney + Winnifred C. Ellis 1998 Family Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series AA Convertible Preferred Stock | (2) | 04/15/2014 | C | 13,144 | (2) | (3) | Common Stock | 13,144 | $0.00 | 0 | D | ||||
Series AA Convertible Preferred Stock | (2) | 04/15/2014 | C | 2,628 | (2) | (3) | Common Stock | 2,628 | $0.00 | 0 | I | David L. Mahoney + Winnifred C. Ellis 1998 Family Trust | |||
Series AA-1 Convertible Preferred Stock | (1) | 04/15/2014 | C | 3 | (1) | (3) | Common Stock | 3 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $1.755 | (4) | 09/30/2019 | Common Stock | 33,332 | 33,332 | D | ||||||||
Stock Option (Right to Buy) | $0.665 | (5) | 11/16/2021 | Common Stock | 48,000 | 48,000 | D | ||||||||
Stock Option (Right to Buy) | $8.995 | (6) | 02/02/2024 | Common Stock | 30,000 | 30,000 | D |
Explanation of Responses: |
1. Upon the closing of the Issuer's initial public offering, each 1000 shares of Series AA-1 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
2. Upon the closing of the Issuer's initial public offering, each share of Series AA Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
3. The shares do not have an expiration date. |
4. The Option shares shall vest as follows: 1/4th of the shares subject to such option shall vest each year after June 1, 2009, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting. |
5. The Option shares shall vest as follows: one-fifth (1/5th) of the shares vest one year after June 30, 2011; the balance of the shares vest in a series of forty-eight (48) successive equal monthly installments measured from the first anniversary of June 30, 2011, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting. |
6. The Option shares shall vest as follows: 1/3rd of the shares subject to such option shall vest each year after February 2, 2014, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2007 Stock Plan) as of each such date. The Option shares are subject to an early exercise right and may be exercised in full prior to vesting. |
Remarks: |
/s/Danielle Naftulin, as Attorney-in-Fact | 04/15/2014 | |
** 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. |