SEC FORM 4

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

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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^*

aeris Capital Equity Investments, L.P.

(Last)

(First)

(Middle)

C/O AVALON MANAGEMENT LTD, LANDMARK SQ

1ST FLOOR, P.O. BOX 715, 64 EARTH CLOSE

(Street)

GRAND CAYMAN

KY1-1107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Adamas Pharmaceuticals Inc [ ADMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2014		C		1,104,596	A	⁽¹⁾⁽²⁾⁽³⁾	2,172,128	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series AA Convertible Preferred Stock	⁽²⁾	04/15/2014		C			979,742	⁽²⁾	⁽⁴⁾	Common Stock	979,742	$0.00	0	D
Series AA-1 Convertible Preferred Stock	⁽¹⁾	04/15/2014		C			300	⁽¹⁾	⁽⁴⁾	Common Stock	300	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁵⁾	04/15/2014		X			10,017	04/06/2011	04/06/2018	Common Stock	10,017	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁶⁾	04/15/2014		X			80,418	06/30/2011	06/30/2018	Common Stock	80,418	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁷⁾	04/15/2014		X			8,814	03/23/2012	03/22/2019	Common Stock	8,814	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁸⁾	04/15/2014		X			3,980	05/23/2012	05/22/2019	Common Stock	3,980	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁹⁾	04/15/2014		X			4,265	06/23/2012	06/22/2019	Common Stock	4,265	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁹⁾	04/15/2014		X			4,265	08/01/2012	07/31/2019	Common Stock	4,265	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁹⁾	04/15/2014		X			4,265	09/04/2012	09/03/2019	Common Stock	4,265	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁹⁾	04/15/2014		X			4,265	10/04/2012	10/03/2019	Common Stock	4,265	$0.00	0	D
Series AA Convertible Preferred Warrant	⁽⁹⁾	04/15/2014		X			4,265	11/14/2012	11/13/2019	Common Stock	4,265	$0.00	0	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 prior to 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. Upon the closing of the Issuer's initial public offering, the Series AA Convertible Preferred Warrants automatically net exercised into 124,554 shares of Series AA Convertible Preferred Stock. Each share of Series AA Preferred Stock then immediately automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

4. The shares do not have an expiration date.

5. Upon the closing of the Issuer's initial public offering, the Series AA Convertible Preferred Warrant automatically net exercised into 10,017 shares of Series AA Convertible Preferred Stock. Each share of Series AA Preferred Stock then immediately automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

6. Upon the closing of the Issuer's initial public offering, the Series AA Convertible Preferred Warrant automatically net exercised into 80,418 shares of Series AA Convertible Preferred Stock. Each share of Series AA Preferred Stock then immediately automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

7. Upon the closing of the Issuer's initial public offering, the Series AA Convertible Preferred Warrant automatically net exercised into 8,814 shares of Series AA Convertible Preferred Stock. Each share of Series AA Preferred Stock then immediately automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

8. Upon the closing of the Issuer's initial public offering, the Series AA Convertible Preferred Warrant automatically net exercised into 3,980 shares of Series AA Convertible Preferred Stock. Each share of Series AA Preferred Stock then immediately automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

9. Upon the closing of the Issuer's initial public offering, the Series AA Convertible Preferred Warrant automatically net exercised into 4,265 shares of Series AA Convertible Preferred Stock. Each share of Series AA Preferred Stock then immediately automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

Remarks:

	/s/Ralph Woodford	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).
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