Adverum Biotechnologies (ADVM) holders get $3.56 cash and CVR in merger

Rhea-AI Filing Summary

Adverum Biotechnologies, Inc. reported a major ownership change linked to its sale to Eli Lilly. A large Frazier Life Sciences affiliated holder reported the disposition of 4,288,949 shares of Adverum common stock on December 9, 2025, at $3.56 per share, leaving 0 shares beneficially owned after the transaction.

The Form 4 explains that this took place upon consummation of a merger under an Agreement and Plan of Merger dated October 24, 2025 among Adverum, Eli Lilly and Company and its wholly owned subsidiary Tigers Acquisition Corporation, including a related tender offer. Under the offer, each Adverum share held by the reporting person was purchased for $3.56 in cash plus one non‑tradable contingent value right (CVR) that may pay up to an additional $8.91 per CVR in cash if two milestones described in the merger agreement are achieved.

Insights

Equity M&A analyst

Large Frazier holder is fully cashed out as Eli Lilly’s tender offer and merger close at $3.56 plus a milestone-based CVR.

This Form 4 shows a Frazier Life Sciences affiliated fund disposing of 4,288,949 Adverum common shares on December 9, 2025, with beneficial ownership dropping to zero. The disposition is not a routine sale but results from the closing of a merger under an October 24, 2025 merger agreement among Adverum, Eli Lilly and Company and Tigers Acquisition Corporation, effected via a tender offer.

Each share was purchased for $3.56 in cash plus one non‑tradable contingent value right (CVR). The CVR can pay up to an additional $8.91 in cash per CVR if two specified milestones in the merger agreement are achieved. This structure locks in immediate cash for former Adverum holders while tying potential extra payments to future milestone outcomes defined in the agreement.

SEC Form 4

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

OMB APPROVAL

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X

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^*

Frazier Life Sciences Public Fund, L.P.

(Last) (First) (Middle)

C/O FRAZIER LIFE SCIENCES MANAGEMENT, L.

1001 PAGE MILL RD, BUILDING 4, SUITE B

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Adverum Biotechnologies, Inc. [ ADVM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/09/2025		U		4,288,949	D	$3.56(1)	0	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Frazier Life Sciences Public Fund, L.P.

(Last) (First) (Middle)

C/O FRAZIER LIFE SCIENCES MANAGEMENT, L.

1001 PAGE MILL RD, BUILDING 4, SUITE B

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FHMLSP, L.P.

(Last) (First) (Middle)

FRAZIER LIFE SCIENCES MANAGEMENT, L.P.

1001 PAGE MILL RD, BUILDING 4, SUITE B

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FHMLSP, L.L.C.

(Last) (First) (Middle)

FRAZIER LIFE SCIENCES MANAGEMENT, L.P

1001 PAGE MILL RD, BUILDING 4, SUITE B

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects disposition of the Issuer's equity securities on December 9, 2025 upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 24, 2025, by and among Issuer, Eli Lilly and Company ("Parent") and Tigers Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger between Issuer and Merger Sub and related tender offer from Merger Sub to the stockholders of the Issuer (the "Offer"). Pursuant to the Offer, Merger Sub purchased each share of the Issuer's Common Stock ("Shares") held by the Reporting Person in exchange for (i) $3.56 per share in cash plus (ii) one non-tradable contingent value right ("CRV") that entitles the holder to receive up to an additional $8.91 per CVR in cash upon the achievement of two milestones described in the Merger Agreement.

2. The shares are held directly by Frazier Life Sciences Public Fund, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P.

	/s/ Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.	12/09/2025
	/s/ Steve R. Bailey, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.	12/09/2025
	/s/ Steve R. Bailey, CFO of FHMLSP, L.L.C.	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did the Frazier Life Sciences entity report in Adverum Biotechnologies (ADVM) stock?

The reporting person disclosed the disposition of 4,288,949 shares of Adverum common stock on December 9, 2025 at a price of $3.56 per share, resulting in 0 shares beneficially owned after the transaction.

How were Adverum Biotechnologies (ADVM) shares valued in the Eli Lilly tender offer?

Each share of Adverum common stock held by the reporting person was purchased for $3.56 in cash plus one non‑tradable contingent value right (CVR) that can pay up to an additional $8.91 in cash per CVR if two milestones in the merger agreement are achieved.

What corporate event triggered the reported ADVM share disposition?

The disposition occurred upon consummation of the transactions under the Agreement and Plan of Merger dated October 24, 2025 among Adverum, Eli Lilly and Company, and its subsidiary Tigers Acquisition Corporation, including the completion of a merger and related tender offer.

How many Adverum Biotechnologies (ADVM) shares does the reporting person own after the merger-related transaction?

Following the December 9, 2025 transaction, the Form 4 states that the reporting person beneficially owns 0 shares of Adverum common stock.

When was the Adverum–Eli Lilly merger agreement signed and when were the transactions completed?

The Agreement and Plan of Merger was dated October 24, 2025, and the reported disposition of shares occurred upon consummation of the merger and tender offer on December 9, 2025.

What is the contingent value right (CVR) mentioned in the Adverum (ADVM) insider report?

The CVR is a non‑tradable contingent value right received with each Adverum share. It entitles the holder to receive up to an additional $8.91 in cash per CVR if two milestones described in the merger agreement are achieved.

Who is the reporting person in this Adverum Biotechnologies (ADVM) Form 4 filing?

The Form 4 identifies a Frazier Life Sciences affiliated holder. The explanation notes that the shares were held directly by Frazier Life Sciences Public Fund, L.P., with FHMLSP, L.P. as its general partner and FHMLSP, L.L.C. as the general partner of FHMLSP, L.P., all at 1001 Page Mill Rd, Building 4, Suite B.