Sec Form 4 Filing - Koppel Adam @ Cerevel Therapeutics Holdings, Inc. - 2020-10-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Koppel Adam 2. Issuer Name and Ticker or Trading Symbol Cerevel Therapeutics Holdings, Inc. [ CERE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BAIN CAPITAL LIFE SCIENCES INVESTORS, 200 CLARENDON STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2020 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/27/2020 J( 1 ) 49,961,943 A 50,300,063 I See Footnotes ( 3 ) Common Stock 10/27/2020 P( 2 ) 10,000,000 A $ 10 60,300,063 I See Footnotes ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koppel Adam C/O BAIN CAPITAL LIFE SCIENCES INVESTORS 200 CLARENDON STREET BOSTON, MA02116 X X Signatures /s/ Adam Koppel 10/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 27, 2020, Cerevel Therapeutics Holdings Inc. (f/k/a ARYA Sciences Acquisition Corp II, the "Issuer") consummated a business combination (the "Business Combination") pursuant to which Cassidy Merger Sub 1, Inc., a wholly-owned subsidiary of the Issuer merged with and into Cerevel Therapeutics, Inc. ("Cerevel"). At the effective time of the Business Combination, each share of Cerevel outstanding as of immediately prior to the effective time was exchanged for shares of Common Stock of the Issuer based on an implied Cerevel vested equity value of $780,000,000. As a result, BC Perception Holdings, LP ("BC Perception") received 49,961,943 shares of the Issuer's Common Stock in consideration for the equity securities of Cerevel held by BC Perception prior to the Business Combination. ( 2 )On October 27, 2020, BC Perception purchased 10,000,000 shares of the Issuer's Common Stock from the Issuer at a price of $10.00 per share. ( 3 )Adam Koppel is a Managing Director of Bain Capital Life Sciences Investors, LLC, which is the ultimate general partner of Bain Capital Life Sciences Fund, LP. As a result, Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by BC Perception. Dr. Koppel disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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