UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 001-39311
CEREVEL
THERAPEUTICS HOLDINGS, INC.*
(Exact name of registrant as specified in its charter)
c/o AbbVie, Inc.
1
North Waukegan Road
North Chicago, Illinois 60064
(847) 932-7900
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Common Stock, $0.0001 par value per share
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1) |
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☒ |
Rule 12g-4(a)(2) |
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☐ |
Rule 12h-3(b)(1)(i) |
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☒ |
Rule 12h-3(b)(1)(ii) |
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☐ |
Rule 15d-6 |
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☐ |
Rule 15d-22(b) |
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☐ |
Approximate number of holders of record as of the certification or notice date: 1*
On August 1, 2024, Cerevel Therapeutics Holdings, Inc., a Delaware corporation (Cerevel), completed the previously announced merger of
Symphony Harlan Merger Sub Inc., a Delaware corporation (Merger Sub) and a wholly owned subsidiary of Symphony Harlan LLC, a Delaware limited liability company (Intermediate Holdco) and a wholly owned subsidiary of AbbVie
Inc., a Delaware corporation (AbbVie), with and into Cerevel (the Merger), with Cerevel surviving the Merger as a wholly owned subsidiary of AbbVie. The Merger was effectuated pursuant to the Agreement and Plan of Merger,
dated as of December 6, 2023, by and among AbbVie, Intermediate Holdco, Merger Sub and Cerevel.
Pursuant to the requirements of the Securities Exchange Act of 1934, Cerevel Therapeutics Holdings, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.
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Date: August 12, 2024 |
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CEREVEL THERAPEUTICS HOLDINGS, INC. |
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By: |
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/s/ Scott T. Reents |
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Name: |
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Scott T. Reents |
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Title: |
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President |