Xeris Biopharma (XERS) Form 4/A Xeris Biopharma / JOHN JOHNSON 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^*

JOHNSON JOHN

(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)
10/05/2021

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)		478,312	A	(1)	478,312	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)	$22.39	10/05/2021		A(2)		10,367		(3)	10/16/2025	Common Stock	10,367	(2)	10,367	D
Stock Option (Right to Buy)	$7.02	10/05/2021		A(2)		31,360		(3)	05/12/2026	Common Stock	31,360	(2)	31,360	D
Stock Option (Right to Buy)	$5.62	10/05/2021		A(2)		31,360		(3)	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		(3)	05/15/2028	Common Stock	31,360	(2)	31,360	D
Stock Option (Right to Buy)	$1.99	10/05/2021		A(2)		215,600		(3)	11/14/2029	Common Stock	215,600	(2)	215,600	D
Stock Option (Right to Buy)	$2.43	10/05/2021		A(2)		68,600		(3)	04/08/2030	Common Stock	68,600	(2)	68,600	D
Stock Option (Right to Buy)	$2.37	10/05/2021		A		19,650		(4)	10/05/2031	Common Stock	19,650	$2.37	19,650	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. These options are fully vested as of the date hereof.

4. One third of these options shall vest in equal annual installments until the third anniversary of the date of grant.

Remarks:

	/s/ Beth Hecht, as Attorney-in-Fact	10/08/2021
	** Signature of Reporting Person	Date
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