Sec Form 4 Filing - Renaud Ronald C JR @ Cerevel Therapeutics Holdings, Inc. - 2023-06-12

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 Renaud Ronald C JR 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O CEREVEL THERAPEUTICS HOLDINGS, INC., 222 JACOBS STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2023 (Street) CAMBRIDGE, MA02141 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

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 Stock Option (Right to Buy) $ 32.72 06/12/2023 A 215,749 ( 1 ) 06/12/2033 Common Stock 215,749 $ 0 215,749 D Restricted Stock Units ( 2 ) 06/12/2023 A 160,452 ( 2 ) ( 2 ) Common Stock 160,452 $ 0 160,452 D Performance-based Restricted Stock Units ( 3 ) 06/12/2023 A 160,371 ( 3 ) ( 3 ) Common Stock 160,371 $ 0 160,371 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Renaud Ronald C JR C/O CEREVEL THERAPEUTICS HOLDINGS, INC. 222 JACOBS STREET, SUITE 200 CAMBRIDGE, MA02141 X President & CEO Signatures /s/ Mark Bodenrader, as Attorney-in-Fact 06/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of this option shall vest and become exercisable on June 12, 2024, with the remainder vesting in thirty-six (36) monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. ( 2 )The shares reported in this transaction represent Restricted Stock Units ("RSUs") granted under the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan (the "Plan"). Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs vest in four equal annual installments on each of June 12, 2024, June 12, 2025, June 12, 2026 and June 12, 2027, subject to the Reporting Person's continued service on each such vesting date. ( 3 )The shares reported in this transaction represent the target number of performance-based RSUs ("PSUs") granted under the Plan. The PSUs shall vest at the end of a four-year performance period following the Grant Date based on absolute total stockholder return ("TSR") performance measured at the end of the performance period (with a payout range of 0% to 250% of the target number of PSUs, or 50% to 275% of the target number of PSUs upon a Sale Event (as defined in an Employment Agreement between the Issuer and the Reporting Person)), subject to the Reporting Person's continued service at such time. Excludes an additional 160,371 target PSUs issued on the same Grant Date that are subject to vesting based on certain relative TSR performance metrics.

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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