Edgar Filing: Adamas Pharmaceuticals Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DAWSON WILLIAM J

2. Issuer Name and Ticker or Trading Symbol
Adamas Pharmaceuticals Inc [ADMS]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

(Last)

(First)

(Middle)

C/O ADAMAS PHARMACEUTICALS, INC., 1900 POWELL ST., SUITE 750

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2016

(Street)

EMERYVILLE, CA 94608

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	03/04/2016		A		7,500 ⁽¹⁾	A	$ 13.66	7,500	D

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 13.66

03/04/2016

45,000

⁽²⁾

03/03/2026

Common Stock

45,000

$ 0

45,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DAWSON WILLIAM J C/O ADAMAS PHARMACEUTICALS, INC. 1900 POWELL ST., SUITE 750 EMERYVILLE, CA 94608			Chief Financial Officer

Signatures

/s/Grace Shin, as Attorney-in-Fact		03/07/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The shares of Common Stock are to be acquired upon the vesting of certain Restricted Stock Units granted to the Reporting Person. The Restricted Stock Units shall vest as follows: 25% of the total number of Restricted Stock Units will vest annually on the applicable Vesting Date (as defined below) that is the same calendar quarter as each anniversary of the Reporting Person's date of grant, until the Restricted Stock Units are fully vested, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2014 Equity Incentive Plan) as of each such date. The applicable Vesting Date shall be the 20th of the last month of each calendar quarter in the following year(s) in which the original date of grant occurs. Accordingly, 25% shall vest on March 20, 2017, and each year thereafter.
(2)	The Option shares shall vest as follows: 1/48th of the option shares shall vest on the 1st of each month beginning with April 1, 2016, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2014 Equity Incentive Plan) as of each such date. This option does not permit early exercise.

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