Xeris Biopharma (XERS) Form 4 Xeris Biopharma / JEFFREY W SHERMAN 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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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^*

SHERMAN JEFFREY W

(Last) (First) (Middle)

C/O XERIS BIOPHARMA HOLDINGS, INC.

180 N. LASALLE STREET, SUITE 1600

(Street)

CHICAGO IL 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
	Officer (give title below)	Other (specify below)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/05/2021		A(1)		50,378	A	(1)	50,378	D

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
Stock Option (Right to Buy)	$6.66	10/05/2021		A(2)		47,040		(4)	10/01/2026	Common Stock	47,040	(2)	47,040	D
Stock Option (Right to Buy)	$5.62	10/05/2021		A(2)		31,360		(4)	05/11/2027	Common Stock	31,360	(2)	31,360	D
Stock Option (Right to Buy)	$9.89	10/05/2021		A(2)		31,360		(4)	05/15/2028	Common Stock	31,360	(2)	31,360	D
Stock Option (Right to Buy)	$12.5	10/05/2021		A(3)		19,650		(4)	05/15/2028	Common Stock	19,650	(3)	19,650	D
Stock Option (Right to Buy)	$10	10/05/2021		A(3)		20,000		(4)	02/27/2029	Common Stock	20,000	(3)	20,000	D
Stock Option (Right to Buy)	$4.68	10/05/2021		A(3)		11,228		(4)	06/04/2030	Common Stock	11,228	(3)	11,228	D
Stock Option (Right to Buy)	$3.9	10/05/2021		A(3)		11,228		(5)	06/08/2031	Common Stock	11,228	(3)	11,228	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"). At the effective time of the Merger (the "Merger Effective Time"), all existing ordinary shares of Strongbridge were cancelled and automatically converted into the right to receive HoldCo common stock on a 0.7840-for-one basis.

2. At the Merger Effective Time, each option to purchase ordinary shares of Strongbridge (the "Strongbridge 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 a 0.7840-for-one basis, on the same terms and conditions (including any applicable vesting and exercisability requirements) as were applicable to such Strongbridge Option immediately prior to the Merger Effective Time.

3. 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.

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

5. Such options will vest in full upon the earlier to occur of June 8, 2022 or the date of the Company's next annual meeting of stockholders.

Remarks:

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