SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Koppel Adam

(Last) (First) (Middle)
C/O BAIN CAPITAL LIFE SCIENCES INVESTORS
LLC, 200 CLARENDON STREET

(Street)
BOSTON MA 02116

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2023
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 06/07/2023 A 3,282(1) A (1) 3,282 D
Common Stock 06/07/2023 J(3) 432,627 D $0.00 60,199,729 I See footnotes(4)
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) $32.6 06/07/2023 A 13,780 (2) 06/07/2033 Common Stock 13,780 $0.00 13,780 D
Explanation of Responses:
1. The shares reported in this transaction represent Restricted Stock Units ("RSUs") granted under the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. 100% of the RSUs subject to this grant shall vest upon the earlier of: (i) the one-year anniversary of the Grant Date, or (ii) the next annual meeting of stockholders of the Company occurring after the Grant Date.
2. 100% of the shares subject to this option shall vest and become exercisable on the earlier of: (i) the one-year anniversary of the Grant Date, or (ii) the next annual meeting of stockholders of the Company occurring after the Grant Date.
3. On June 7, 2023, BC Perception Holdings, LP ("BC Perception") distributed an aggregate of 432,627 shares of the Issuer's common stock (the "Distributed Shares") to certain of its limited partners in a pro-rata in-kind distribution to such limited partners in connection with a redemption of their partnership interests. Dr. Koppel did not have a pecuniary interest in any of the Distributed Shares.
4. Adam Koppel is a Partner of Bain Capital Life Sciences Investors, LLC, which is the ultimate general partner of Bain Capital Life Sciences Fund, L.P. As a result, Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by BC Perception. Dr. Koppel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Remarks:
/s/ Adam Koppel 06/09/2023
** 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.