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