0001179110-21-009280.txt : 20211006 0001179110-21-009280.hdr.sgml : 20211006 20211006194146 ACCESSION NUMBER: 0001179110-21-009280 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: Steen Marten CENTRAL INDEX KEY: 0001598405 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37569 FILM NUMBER: 211310751 MAIL ADDRESS: STREET 1: 60 LEVERONI COURT CITY: NOVATO STATE: CA ZIP: 94949 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 0001598405 Steen Marten 900 NORTHBROOK DRIVE SUITE 200 TREVOSE PA 19053 1 0 0 0 Ordinary Shares 2021-10-05 4 D 0 64151 D 0 I By HealthCap VI, L.P. Stock Option (Right to Buy) 2021-10-05 4 D 0 154918 D Ordinary Shares 154918 0 I By HealthCap VI, L.P. 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. Based on his affiliation with HealthCap VI, L.P., the Reporting Person may be deemed the beneficial owner of these securities. The Reporting Person expressly disclaims beneficial ownership over these securities except to the extent of his pecuniary interest therein. 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