0001179110-21-009282.txt : 20211006 0001179110-21-009282.hdr.sgml : 20211006 20211006194217 ACCESSION NUMBER: 0001179110-21-009282 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211005 FILED AS OF DATE: 20211006 DATE AS OF CHANGE: 20211006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON JOHN CENTRAL INDEX KEY: 0001410781 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37569 FILM NUMBER: 211310753 MAIL ADDRESS: STREET 1: DENDREON CORPORATION STREET 2: 1301 2ND AVENUE CITY: SEATTLE STATE: WA ZIP: 98101 FORMER NAME: FORMER CONFORMED NAME: Johnson John H DATE OF NAME CHANGE: 20070827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Strongbridge Biopharma plc CENTRAL INDEX KEY: 0001634432 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981130690 STATE OF INCORPORATION: L2 BUSINESS ADDRESS: STREET 1: 900 NORTHBROOK DRIVE, SUITE 200 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: (610) 254-9200 MAIL ADDRESS: STREET 1: 900 NORTHBROOK DRIVE, SUITE 200 CITY: TREVOSE STATE: PA ZIP: 19053 FORMER COMPANY: FORMER CONFORMED NAME: Cortendo AB DATE OF NAME CHANGE: 20150219 4 1 edgar.xml FORM 4 - X0306 4 2021-10-05 0 0001634432 Strongbridge Biopharma plc SBBP 0001410781 JOHNSON JOHN 900 NORTHBROOK DRIVE SUITE 200 TREVOSE PA 19053 1 1 0 0 Chief Executive Officer Ordinary Shares 2021-10-05 4 D 0 610092 D 0 D Stock Option (Right to Buy) 2021-10-05 4 D 0 495724 D Ordinary Shares 495724 0 D Ordinary shares of Issuer were converted into shares of common stock of Xeris Biopharma Holdings, Inc. ("HoldCo") pursuant to the Transaction Agreement (the "Agreement"), dated May 24, 2021, among the Issuer, Xeris Pharmaceuticals, Inc., HoldCo and Wells MergerSub, Inc. Under the Agreement, each ordinary share of Issuer was exchanged for 0.784 of a share of HoldCo common stock, and cash in lieu of fractional shares, plus one contingent value right (a "CVR") worth up to an additional $1.00, payable in cash, HoldCo common stock or a combination thereof at HoldCo's sole election. Under the Agreement, each option to purchase ordinary shares of Issuer was automatically converted into an option to acquire a number of shares of HoldCo common stock determined by multiplying the number of ordinary shares of Issuer subject to such option by 0.784 (rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of Issuer option by 0.784, with the same terms and conditions as applied to the applicable option prior to closing of the transaction. HoldCo issued one CVR with respect to each ordinary share of Issuer subject to each option prior to the adjustment described herein, subject to the same vesting and forfeiture conditions applicable to the corresponding option. /s/ Judith Goldberg, as attorney-in-fact 2021-10-05