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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alkermes plc. [ ALKS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | ||||||||
Non Qualified Stock Option (Right to Buy)(1) | $46.72 | 11/17/2023 | J | V | 548 | (2) | 09/14/2026 | Ordinary Shares | 548 | $46.72 | 27,948 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $46.72 | 11/17/2023 | J | V | 324 | (2) | 09/14/2026 | Ordinary Shares | 324 | $46.72 | 16,524 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $57.11 | 11/17/2023 | J | V | 284 | (2) | 05/24/2027 | Ordinary Shares | 284 | $57.11 | 14,484 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $44.75 | 11/17/2023 | J | V | 350 | (2) | 05/23/2028 | Ordinary Shares | 350 | $44.75 | 17,850 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $24.55 | 11/17/2023 | J | V | 448 | (2) | 05/22/2029 | Ordinary Shares | 448 | $24.55 | 22,848 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $16.52 | 11/17/2023 | J | V | 256 | (2) | 05/20/2030 | Ordinary Shares | 256 | $16.52 | 13,079 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $18.45 | 11/17/2023 | J | V | 230 | (2) | 12/02/2030 | Ordinary Shares | 230 | $18.45 | 11,739 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $24.24 | 11/17/2023 | J | V | 313 | (2) | 06/14/2031 | Ordinary Shares | 313 | $24.24 | 15,990 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $30.86 | 11/17/2023 | J | V | 231 | (2) | 07/07/2032 | Ordinary Shares | 231 | $30.86 | 11,785 | D | |||
Non Qualified Stock Option (Right to Buy)(1) | $30.72 | 11/17/2023 | J | V | 254 | 06/29/2024(3) | 06/29/2033 | Ordinary Shares | 254 | $30.72 | 12,986 | D | |||
Restricted Stock Unit Award(1) | (4) | 11/17/2023 | J | V | 119 | 06/29/2024(5) | (5) | Ordinary Shares | 119 | (4) | 6,104 | D | |||
Restricted Stock Unit Award | (4) | 05/31/2024 | A | 8,013 | 05/31/2025(6) | (6) | Ordinary Shares | 8,013 | $0 | 8,013 | D | ||||
Non Qualified Stock Option (Right to Buy) | $23.4 | 05/31/2024 | A | 17,492 | 05/31/2025(7) | 05/31/2034 | Ordinary Shares | 17,492 | $0 | 17,492 | D |
Explanation of Responses: |
1. Represents an equity award granted prior to the separation of the issuer's oncology business into Mural Oncology plc (the "Separation"), as adjusted on November 17, 2023 in connection with the Separation (in order to preserve the value associated with the original award) based on the equity adjustment terms set forth in the Employee Matters Agreement filed by the issuer as Exhibit 10.2 to its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 15, 2023. The exercise price (if any) of the adjusted award is shown in Boxes 2 and 8, the number of shares subject to the adjusted award is shown in Box 9 and the number of shares added to the award pursuant to the adjustment is shown in Box 5. |
2. These options are fully vested in accordance with their terms. |
3. Shares subject to the stock option award vest and become exercisable in full on 6/29/2024. |
4. Each restricted stock unit represents a contingent right to receive one ordinary share. |
5. Shares subject to the restricted stock unit award vest in full on 6/29/2024. |
6. Shares subject to the restricted stock unit award vest in full on 5/31/2025. |
7. Shares subject to the stock option award vest and become exercisable in full on 5/31/2025. |
Remarks: |
EXHIBIT LIST: Exhibit 24.1 - Power of Attorney |
/s/ Shantale Greenson, attorney-in-fact for Nancy Snyderman | 06/04/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |