SEC Filing | Xeris Biopharma Holdings, Inc.

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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^*

Edick Paul R

(Last)

(First)

(Middle)

C/O XERIS BIOPHARMA HOLDINGS, INC.

180 N. LASALLE STREET, SUITE 1600

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Xeris Biopharma Holdings, Inc. [ XERS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2021

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	10/05/2021		A⁽¹⁾⁽²⁾		197,231	A	⁽¹⁾⁽²⁾	197,231	D
Common Stock⁽³⁾	10/05/2021		A⁽³⁾		410,833	A	⁽³⁾	608,064	D
Common Stock	10/05/2021		A⁽¹⁾⁽²⁾		13,430	A	⁽¹⁾⁽²⁾	13,430⁽⁴⁾	I	By Paul R. Edick 2008 Revocable Trust u/d/t dated 6/25/2018

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)
Stock Option (Right to Buy)	$1.55	10/05/2021		A⁽⁵⁾		668,065		⁽⁶⁾	01/27/2027	Common Stock	668,065	⁽⁵⁾	668,065	D
Stock Option (Right to Buy)	$1.55	10/05/2021		A⁽⁵⁾		69,822		⁽⁶⁾	06/11/2027	Common Stock	69,822	⁽⁵⁾	69,822	D
Stock Option (Right to Buy)	$5.93	10/05/2021		A⁽⁵⁾		98,252		⁽⁷⁾⁽⁸⁾	01/31/2028	Common Stock	98,252	⁽⁵⁾	98,252	D
Stock Option (Right to Buy)	$13.88	10/05/2021		A⁽⁵⁾		200,000		⁽⁷⁾	01/31/2029	Common Stock	200,000	⁽⁵⁾	200,000	D
Stock Option (Right to Buy)	$5.08	10/05/2021		A⁽⁵⁾		400,000		⁽⁷⁾	01/31/2031	Common Stock	400,000	⁽⁵⁾	400,000	D

Explanation of Responses:

1. On October 5, 2021, pursuant to the transaction agreement dated as of May 24, 2021 ("Transaction Agreement") by and among Xeris Pharmaceuticals, Inc. ("Xeris"), Strongbridge Biopharma plc ("Strongbridge"), the Issuer ("HoldCo") and Wells MergerSub, Inc., a wholly owned subsidiary of HoldCo ("MergerSub"), HoldCo acquired the entire issued and to be issued ordinary share capital of Strongbridge (the "Acquisition"), and MergerSub merged with and into Xeris, with Xeris continuing as the surviving corporation and wholly owned subsidiary of HoldCo (the "Merger", and together with the Acquisition, the "Transaction").

2. (Continued from Footnote 1) At the effective time of the Merger (the "Merger Effective Time"), all existing shares of Xeris common stock (the "Xeris common stock") were cancelled and automatically converted into the right to receive HoldCo common stock on a one-for-one basis. This amount includes shares of HoldCo common stock received upon vesting of Xeris restricted stock units that were vested as of the Merger Effective time, net of shares withheld for tax.

3. Represents restricted stock units each representing a contingent right to receive one share of HoldCo common stock (the "HoldCo RSU"). At the Merger Effective Time, each restricted stock unit representing a contingent right to acquire one share of Xeris common stock (the "Xeris RSU") that was outstanding immediately prior to the Merger Effective Time was automatically converted into a HoldCo RSU on the same terms and conditions (including any applicable vesting and settlement terms) as were applicable to such Xeris RSU immediately prior to the Merger Effective Time, including that the number of shares of HoldCo common stock subject to such HoldCo RSU is equal to the number of shares that were subject to the Xeris RSU.

4. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

5. At the Merger Effective Time, each option to purchase shares of Xeris common stock (the "Xeris Option") that was outstanding immediately prior to the Merger Effective Time, whether vested or unvested, was automatically converted into an option to purchase shares of HoldCo common stock (the "HoldCo Option"), on the same terms and conditions including any applicable vesting and exercisability requirements) as were applicable to such Xeris Option immediately prior to the Merger Effective Time, including that the number of shares of HoldCo common stock subject to the HoldCo Option is equal to the number of shares that were subject to the Xeris Option and the exercise price applicable to the HoldCo Option is the same as applied to the Xeris Option.

6. These options are fully vested as of the date hereof.

7. 25% of these shares shall vest on the first anniversary of the vesting commencement date, with the remainder vesting ratably over the following 36 months.

8. These options are early exercisable.

Remarks:

Chairman and Chief Executive Officer

	/s/ Beth Hecht, as Attorney-in-Fact	10/05/2021
	** Signature of Reporting Person	Date
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