Albireo Pharma (ALBO) Form 4 ALBIREO PHARMA / Craig C. Hopkinson ownership change

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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X

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^*

Hopkinson Craig C.

(Last) (First) (Middle)

C/O ALBIREO PHARMA, INC.

53 STATE STREET, 19TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBIREO PHARMA, INC. [ ALBO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2023

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

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
Restricted Stock Units	(1)	03/02/2023		D			10,495	(2)(3)(4)	(5)	Common Stock	10,495	(2)(3)(4)	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer, $0.01 par value per share (each, a "Share").

2. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 8, 2023, (the "Merger Agreement"), among Ipsen Biopharmaceuticals, Inc., a Delaware corporation ("Parent"), Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), solely for purposes of Sections 9.5, 9.6, 9.8 and 9.11 thereof, Ipsen Pharma SAS, a French societe par actions simplifiee ("Guarantor"), and the Issuer, pursuant to which Purchaser completed a tender offer for Share and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time").

3. (Continued from Footnote 2) At the Effective Time, (a) each outstanding restricted stock unit (each, a "Company RSU") that was granted prior to the date of the Merger Agreement, and each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as an "Accelerated 2023 RSU," was canceled and converted into the right to receive (1) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) $42.00 and (2) one non-tradeable contractual contingent value right ("CVR") for each Share subject to such Company RSU immediately prior to the Effective Time, which CVR represents the right to receive a contingent payment of $10.00, net to the holder in cash, without interest, upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement on or prior to December 31, 2027;

4. (Continued from Footnote 3) and (b) each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as a "Cancelled 2023 RSU" was canceled and had no further force or effect.

5. Not applicable.

Remarks:

	/s/ Jason Duncan, Attorney-in-fact	03/02/2023
	** 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).
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