11/04/2026 | Press release | Distributed by Public on 11/04/2026 17:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $16.3 | 11/02/2026 | J(2) | 130,908 | 08/23/2022(3) | 08/23/2031 | Common Stock | 130,908 | $ 0 | 130,908 | D | ||||
| Employee Stock Option (right to buy) | $20.91 | 11/02/2026 | J(2) | 38,502 | 02/22/2023(3) | 02/22/2032 | Common Stock | 38,502 | $ 0 | 38,502 | D | ||||
| Employee Stock Option (right to buy) | $25.07 | 11/02/2026 | J(2) | 61,604 | 02/23/2024(3) | 02/23/2033 | Common Stock | 61,604 | $ 0 | 61,604 | D | ||||
| Employee Stock Option (right to buy) | $18.15 | 11/02/2026 | J(2) | 77,005 | 02/22/2025(3) | 02/22/2034 | Common Stock | 77,005 | $ 0 | 77,005 | D | ||||
| Employee Stock Option (right to buy) | $21.77 | 11/02/2026 | J(2) | 61,604 | 02/19/2026(3) | 02/19/2035 | Common Stock | 61,604 | $ 0 | 61,604 | D | ||||
| Employee Stock Option (right to buy) | $32.6 | 11/02/2026 | J(2) | 26,951 | 02/18/2027(3) | 02/18/2036 | Common Stock | 26,951 | $ 0 | 26,951 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 3,850 | 02/23/2024(4) | (4) | Common Stock | 3,850 | $ 0 | 3,850 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 9,240 | 02/22/2025(5) | (5) | Common Stock | 9,240 | $ 0 | 9,240 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 5,197 | 02/19/2026(6) | (6) | Common Stock | 5,197 | $ 0 | 5,197 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 4,620 | 02/18/2027(7) | (7) | Common Stock | 4,620 | $ 0 | 4,620 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 107,807 | 11/02/2026(8) | (8) | Common Stock | 107,807 | $ 0 | 107,807 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 1,925 | 12/31/2027(9) | (9) | Common Stock | 1,925 | $ 0 | 1,925 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 1,925 | 12/31/2026(10) | (10) | Common Stock | 1,925 | $ 0 | 1,925 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 1,925 | 12/31/2026(10) | (10) | Common Stock | 1,925 | $ 0 | 1,925 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 1,886 | 12/31/2027(9) | (9) | Common Stock | 1,886 | $ 0 | 1,886 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 1,886 | 12/31/2026(10) | (10) | Common Stock | 1,886 | $ 0 | 1,886 | D | ||||
| Restricted Stock Units | $ 0 | 11/02/2026 | J(2) | 1,617 | 12/31/2028(11) | (11) | Common Stock | 1,617 | $ 0 | 1,617 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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DEC TIMOTHY C C/O SUPERNUS, INC., 9715 KEY WEST AVENUE ROCKVILLE, MD 20850 |
SVP, Chief Financial Officer | |||
| /s/ Timothy C. Dec | 11/04/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/26, Artemis Merger Sub Inc. merged with and into Supernus Pharmaceuticals, with Supernus Pharmaceuticals surviving as a wholly-owned subsidiary of Indivior. At the effective time, each outstanding share of Supernus Pharmaceuticals common stock was cancelled and automatically converted into the right to receive 1.5401 shares of Indivior common stock. In connection with the merger, Indivior changed its name to "Supernus, Inc." The reporting person's shares of Supernus Pharmaceuticals common stock were disposed of, and the shares of Supernus, Inc. common stock received in exchange were acquired, pursuant to the merger. The reporting person received no cash consideration other than cash in lieu of a fractional share. |
| (2) | Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/2026, each outstanding Supernus Pharmaceuticals equity award was assumed by Indivior (renamed Supernus, Inc.) and automatically converted into a corresponding Supernus, Inc. equity award covering the number of Supernus, Inc. shares equal to the number of Supernus Pharmaceuticals shares subject to the award multiplied by the 1.5401 exchange ratio (rounded down), with the per-share exercise price divided by the exchange ratio and rounded up to the nearest whole cent. Each converted award is subject to substantially the same terms and conditions, including vesting, that applied immediately prior to the effective time, except performance stock unit awards were converted into time-vesting restricted stock units. |
| (3) | The option vests in four equal annual installments beginning on the specified date. |
| (4) | These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 23, 2024. |
| (5) | These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025. |
| (6) | These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026. |
| (7) | These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 18, 2027. |
| (8) | These restricted stock units ("RSUs") are settled in common stock upon vesting, which occurs in four installments. 50% of the RSUs vest upon the closing of the merger-of-equals transaction between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc. (the "Closing"). 15% of the RSUs vest upon the one-year anniversary of the Closing. 15% of the RSUs vest upon the two-year anniversary of the Closing. 20% of the RSUs vest upon the three-year anniversary of the Closing. |
| (9) | These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2027. |
| (10) | These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2026. |
| (11) | These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2028. |