Sec Form 4 Filing - Carter Martha J. @ ALBIREO PHARMA, INC. - 2023-03-02

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 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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1. Name and Address of Reporting Person Carter Martha J. 2. Issuer Name and Ticker or Trading Symbol ALBIREO PHARMA, INC. [ ALBO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Regulatory Officer (Last) (First) (Middle) C/O ALBIREO PHARMA, INC., 53 STATE STREET, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2023 (Street) BOSTON, MA02109 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/02/2023 U( 1 )( 2 ) 3,656 D 3,654 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 26.75 03/02/2023 D 15,900 ( 3 )( 4 ) 01/17/2032 Common Stock 15,900 ( 3 ) ( 4 ) 0 D Stock Option (right to buy) $ 34.88 03/02/2023 D 23,700 ( 3 )( 4 ) 01/20/2031 Common Stock 23,700 ( 3 ) ( 4 ) 0 D Stock Option (right to buy) $ 24.48 03/02/2023 D 3,250 ( 3 )( 4 ) 08/20/2027 Common Stock 3,250 ( 3 ) ( 4 ) 0 D Stock Option (right to buy) $ 29.76 03/02/2023 D 62,009 ( 3 )( 4 ) 11/27/2026 Common Stock 62,009 ( 3 ) ( 4 ) 0 D Stock Option (right to buy) $ 19.19 03/02/2023 D 2,500 ( 3 )( 4 ) 01/19/2027 Common Stock 2,500 ( 3 ) ( 4 ) 0 D Stock Option (right to buy) $ 24.04 03/02/2023 D 19,688 ( 3 )( 4 ) 01/21/2029 Common Stock 19,688 ( 3 ) ( 4 ) 0 D Stock Option (right to buy) $ 24.67 03/02/2023 D 31,500 ( 3 )( 4 ) 01/20/2030 Common Stock 31,500 ( 3 ) ( 4 ) 0 D Stock Option (right to buy) $ 30.68 03/02/2023 D 30,000 ( 3 )( 4 ) 06/07/2028 Common Stock 30,000 ( 3 ) ( 4 ) 0 D Restricted Stock Units ( 5 ) 03/02/2023 D 65,850 ( 6 ) ( 7 ) Common Stock 65,850 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carter Martha J. C/O ALBIREO PHARMA, INC. 53 STATE STREET, 19TH FLOOR BOSTON, MA02109 Chief Regulatory Officer Signatures /s/ Jason Duncan, Attorney-in-fact 03/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 8, 2023, (the "Merger Agreement"), among Ipsen Biopharmaceuticals, Inc., a Delaware corporation ("Parent"), Anemone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), solely for purposes of Sections 9.5, 9.6, 9.8 and 9.11 thereof, Ipsen Pharma SAS, a French societe par actions simplifiee ("Guarantor"), and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer, $0.01 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger"), effective as of March 2, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $42.00 in cash, without interest (the "Closing Amount") ( 2 )(Continued from Footnote 2) plus one non-tradeable contractual contingent value right ("CVR" and each CVR together with the Closing Amount, the "Offer Price"), which CVR represents the right to receive a contingent payment of $10.00, net to the holder in cash, without interest, upon the achievement of the milestone set forth in a certain Contingent Value Rights Agreement (the "CVR Agreement") on or prior to December 31, 2027 (the "Milestone"). ( 3 )Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") that was granted prior to the date of the Merger Agreement with an exercise price per Share less than $42.00 (each, an "In the Money Option"), was canceled and converted into the right to receive (A) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time multiplied by (y) the excess of (I) $42.00 over (II) the exercise price payable per Share under such In the Money Option and (B) one CVR for each Share subject to such In the Money Optionimmediately prior to the Effective Time; (b) each Company Option that was granted prior to the date of the Merger Agreement with an exercise price per Share equal to or greater than $42.00 but less than $52.00 (each, an "Out of the Money Option") ( 4 )(Continue from Footnote 3) was canceled and converted into the right to receive, if the Milestone is achieved, cash in an amount equal to the product of (A) the total number of Shares subject to such Out of the Money Option immediately prior to the Effective Time multiplied by (B) the excess of (x) $52.00 over (y) the exercise price payable per-Share under such Out of the Money Option; and (c) each Company Option (A) that was granted on or after the date of the Merger Agreement or (B) having an exercise price per Share that is equal to or greater than $52.00 was canceled without consideration, and had no further force or effect. ( 5 )Each restricted stock unit represents a contingent right to receive one Share. ( 6 )Pursuant to the terms of the Merger Agreement, (a) each outstanding restricted stock unit (each, a "Company RSU") that was granted prior to thedate of the Merger Agreement, and each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as an "Accelerated 2023 RSU," was canceled and converted into the right to receive (1) cash in an amount, without interest, equal to the product of (x) the total number of Shares subject to such Company RSU immediately prior to the Effective Time multiplied by (y) $42.00 and (2) one CVR for each Share subject to such Company RSU immediately prior to the Effective Time; and (b) each Company RSU that was granted on or after the date of the Merger Agreement and that is designated in the confidential disclosure schedules as a "Cancelled 2023 RSU" was canceled and had no further force or effect. ( 7 )Not applicable.

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