Sec Form 4 Filing - JOHNSON JOHN @ Xeris Biopharma Holdings, Inc. - 2021-10-05

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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
JOHNSON JOHN
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)
(Last) (First) (Middle)
C/O XERIS BIOPHARMA HOLDINGS, INC., 180 N. LASALLE STREET, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2021
(Street)
CHICAGO, IL60601
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 10/05/2021 A( 1 ) 478,312 A 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 (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) $ 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSON JOHN
C/O XERIS BIOPHARMA HOLDINGS, INC.
180 N. LASALLE STREET, SUITE 1600
CHICAGO, IL60601
X
Signatures
/s/ Beth Hecht, as Attorney-in-Fact 10/05/2021
Signature of Reporting Person Date
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.

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