SEC FORM 4SEC Form 4
FORM 4UNITED 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
 
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
checkbox checkedCheck this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox uncheckedCheck 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*
Mottola Frank

(Last)(First)(Middle)
C/O SUPERNUS PHARMACEUTICALS, INC.,
9715 KEY WEST AVENUE

(Street)
ROCKVILLEMD20850

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
SUPERNUS PHARMACEUTICALS, INC. [ SUPN ]
Foreign Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
checkbox checkedOfficer (give title below)Other (specify below)
SVP, Chief Tech. Ops. Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Common Stock11/02/2026J(1)19,544D$0(1)0D
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 (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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$011/02/2026J(2)100,000 (3) (3)Common Stock100,000$00D
Performance Share Unit$0(4)11/02/2026J(2)3,500 (5) (5)Common Stock3,500$00D
Performance Share Unit(4)11/02/2026J(2)3,350 (6) (6)Common Stock3,350$00D
Performance Share Unit(4)11/02/2026J(2)3,750 (7) (7)Common Stock3,750$00D
Restricted Stock Unit(8)11/02/2026J(2)1,875 (9) (9)Common Stock1,875$00D
Restricted Stock Unit(8)11/02/2026J(2)2,500 (10) (10)Common Stock2,500$00D
Restricted Stock Unit(8)11/02/2026J(2)3,375 (11) (11)Common Stock3,375$00D
Restricted Stock Unit(8)11/02/2026J(2)3,000 (12) (12)Common Stock3,000$00D
Employee Stock Option (Right to Buy)$36.7511/02/2026J(2)14,000 (13)02/22/2029Common Stock14,000$00D
Employee Stock Option (Right to Buy)$23.9911/02/2026J(2)22,000 (14)02/21/2030Common Stock22,000$00D
Employee Stock Option (Right to Buy)$29.6111/02/2026J(2)17,000 (15)02/19/2031Common Stock17,000$00D
Employee Stock Option (Right to Buy)$32.211/02/2026J(2)18,000 (16)02/22/2032Common Stock18,000$00D
Employee Stock Option (Right to Buy)$38.611/02/2026J(2)30,000 (17)02/23/2033Common Stock30,000$00D
Employee Stock Option (Right to Buy)$27.9411/02/2026J(2)25,000 (18)02/22/2034Common Stock25,000$00D
Employee Stock Option (Right to Buy)$33.5211/02/2026J(2)20,000 (19)02/19/2035Common Stock20,000$00D
Employee Stock Option (Right to Buy)$50.211/02/2026J(2)13,500 (20)02/18/2036Common Stock13,500$00D
Explanation of Responses:
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 ceased were converted into time-vesting restricted stock units.
3. These restricted stock units ("RSUs") are settled in common stock upon vesting, which occurs in five installments. 40% 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. 15% of the RSUs vest upon the three-year anniversary of the Closing. 15% of the RSUs vest upon the four-year anniversary of the Closing.
4. Each performance share unit represents the right to receive one share of Supernus common stock upon vesting.
5. On February 18, 2026, the Reporting Person was awarded Performance Share Units with individual performance objectives and a defined performance period established on July 15, 2026.
6. On February 19, 2025, the Reporting Person was awarded Performance Share Units with individual performance objectives and a defined performance period established on May 3, 2025.
7. On February 22, 2024, the Reporting Person was awarded Performance Share Units with individual performance objectives and a defined performance period established on June 24, 2024.
8. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.
9. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 23, 2024.
10. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.
11. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026.
12. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 18, 2027.
13. Option vests in four equal installments beginning February 22, 2020.
14. The option vests in four equal annual installments beginning on February 21, 2021.
15. The option vests in four equal annual installments beginning on February 19, 2022
16. The option vests in four equal annual installments beginning on February 22, 2023.
17. The option vests in four equal annual installments beginning on February 23, 2024.
18. The option vests in four equal annual installments beginning on February 22, 2025.
19. The option vests in four equal annual installments beginning on February 19, 2026.
20. The option vests in four equal annual installments beginning on February 18, 2027.
Remarks:
/s/ Timothy C. Dec, as attorney-in-fact11/04/2026
** Signature of Reporting PersonDate
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.