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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Duncan Jason 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 Legal Officer and GC
(Last)         (First)         (Middle)
C/O ALBIREO PHARMA, INC., 10 POST OFFICE SQUARE, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)
6/24/2021
(Street)
BOSTON, MA 02109
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  6/24/2021    M    9137  A $24.04  17117  D   
Common Stock  6/24/2021    M    863  A $24.67  17980  D   
Common Stock  6/24/2021    S(1)    10000  D $36.38 (2) 7980  D   
Common Stock  6/25/2021    M    6300  A $24.67  14280  D   
Common Stock  6/25/2021    S(1)    6300  D $36.22 (3) 7980 (4) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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)  $24.04  6/24/2021    M        9137    (5) 1/21/2029  Common Stock  9137  $0.00  10063  D   
Stock Option (right to buy)  $24.67  6/24/2021    M        863    (6) 1/20/2030  Common Stock  863  $0.00  30637  D   
Stock Option (right to buy)  $24.67  6/25/2021    M        6300    (6) 1/20/2030  Common Stock  6300  $0.00  24337  D   

Explanation of Responses:
(1)  Shares sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 1, 2021.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price within the range set forth above.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.01 to $36.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price within the range set forth above.
(4)  Represents 292 shares of common stock and 7,688 restricted stock units. Includes 131 shares of common stock acquired under the Albireo Pharma, Inc. 2018 Employee Stock Purchase Plan (the "ESPP") on May 31, 2021.
(5)  This option vested as to 25% of the shares on January 22, 2020 with the remainder vesting in equal installments every three months thereafter, beginning on April 22, 2020 and ending on January 22, 2023.
(6)  This option vested as to 25% of the shares on January 21, 2021, with the remainder vesting in equal installments every three months thereafter beginning on April 21, 2021 and ending on January 21, 2024, provided that the vesting of the option may be accelerated, in whole or in part, based on the achievement of certain pre-established company performance criteria, but in no event prior to January 21, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Duncan Jason
C/O ALBIREO PHARMA, INC.
10 POST OFFICE SQUARE, SUITE 1000
BOSTON, MA 02109


Chief Legal Officer and GC

Signatures
/s/ Jason Duncan 6/28/2021
**Signature of Reporting Person Date
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