CEO, PRESIDENT AND DIRECTOR Fischer Laurent exercised 150,000 shares at a strike of $4.20 and was granted 500,000 units of Common Stock - Performance Stock Units, closing all direct ownership in the company (SEC Form 4)
$ADVM
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Adverum Biotechnologies, Inc. [ ADVM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/09/2025 | M | 150,000 | A | $4.2 | 351,513 | D | |||
| Common Stock | 12/09/2025 | U(1)(2) | 351,513 | D | (1)(2) | 0 | D | |||
| Common Stock - Restricted Stock Units | 12/09/2025 | U(1)(2)(3) | 25,000 | D | (1)(2)(3) | 0 | D | |||
| Common Stock - Performance Stock Units | 12/09/2025 | A | 500,000(4) | A | $0 | 522,666 | D | |||
| Common Stock - Performance Stock Units | 12/09/2025 | U(1)(2)(5) | 522,666 | D | (1)(2)(5) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $7.5 | 12/09/2025 | D | 93,000 | (6) | (6) | Common Stock | 93,000 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $7.15 | 12/09/2025 | D | 200,000 | (6) | (6) | Common Stock | 200,000 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.2 | 12/09/2025 | M | 150,000 | (6) | (6) | Common Stock | 150,000 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 120,000 | (6) | (6) | Common Stock | 120,000 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 68,000 | (6) | (6) | Common Stock | 68,000 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 45,499 | (6) | (6) | Common Stock | 45,499 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 63,000 | (6) | (6) | Common Stock | 63,000 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 31,500 | (6) | (6) | Common Stock | 31,500 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 58,497 | (6) | (6) | Common Stock | 58,497 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 67,502 | (6) | (6) | Common Stock | 67,502 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $10.14 | 12/09/2025 | D | 110,420 | (6) | (6) | Common Stock | 110,420 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. In connection with the terms of an Agreement and Plan of Merger, dated as of October 24, 2025 (the "Merger Agreement"), by and among the Issuer, Eli Lilly and Company ("Parent") and Parent's direct wholly owned subsidiary, Flying Tigers Acquisition Corporation, ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $3.56 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the contractual right to receive up to two contingent cash payments of up to an aggregate of $8.91 per CVR, net to the stockholder in cash, |
| 2. (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of both specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement") with Computershare Inc. and its affiliate, Computershare Trust Company, N.A., as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of December 9, 2025, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time"). |
| 3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit granted under a Company Equity Plan that was subject solely to time-based vesting ("Company RSU") that was outstanding and unvested immediately prior to the Effective Time was cancelled and in exchange for such cancellation, the holder of such cancelled Company RSU received (i) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the total number of Shares subject to such Company RSU immediately prior to the Effective Time, multiplied by (y) the Cash Consideration and (ii) one CVR for each share of Company Common Stock subject to such Company RSU immediately prior to the Effective Time (without regard to vesting). |
| 4. On September 12, 2025, the Compensation Committee of the Issuer Board approved the grant of performance stock units, effective as of the completion of two trading days following the public announcement of by the Issuer of the first to occur of either a change of control (as defined in the Issuer's 2024 Equity Incentive Award Plan) or a significant out-licensing transaction certified by the Compensation Committee. The closing of the Merger was a qualifying change of control, pursuant to which 100% of the total number of awards vested on the closing of such change of control. |
| 5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit granted under a Company Equity Plan that was subject solely to performance-based vesting ("Company PSU") that was outstanding and unvested immediately prior to the Effective Time, was cancelled and in exchange for such cancellation, the holder of such cancelled Company PSU received (i) an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the total number of Shares subject to such Company PSU immediately prior to the Effective Time, multiplied by (y) the Cash Consideration and (ii) one CVR for each share of Company Common Stock subject to such Company PSU immediately prior to the Effective Time (without regard to vesting). |
| 6. Pursuant to the terms of the Merger Agreement, each Company Stock Option that has an exercise price equal to or greater than the Cash Consideration that was outstanding immediately prior to the Effective Time (each such Company Stock Option, an "Out-of-the-Money Option"), to the extent not vested, was fully vested as of prior to the Effective Time. Any Out-of-the-Money Options that remained outstanding and unexercised as of the Effective Time was cancelled for no consideration at the Effective Time. |
| /s/ Aneta Fergson, Attorney-in-Fact | 12/10/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||