ALBO Albireo Pharma Inc

FORM 4 [X] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * 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/YYYY) 3/2/2023
(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	3/2/2023		U(1)(2)		3656	D	(1)(2)	3654	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)	$26.75	3/2/2023		D			15900	(3)(4)	1/17/2032	Common Stock	15900	(3)(4)	0	D
Stock Option (right to buy)	$34.88	3/2/2023		D			23700	(3)(4)	1/20/2031	Common Stock	23700	(3)(4)	0	D
Stock Option (right to buy)	$24.48	3/2/2023		D			3250	(3)(4)	8/20/2027	Common Stock	3250	(3)(4)	0	D
Stock Option (right to buy)	$29.76	3/2/2023		D			62009	(3)(4)	11/27/2026	Common Stock	62009	(3)(4)	0	D
Stock Option (right to buy)	$19.19	3/2/2023		D			2500	(3)(4)	1/19/2027	Common Stock	2500	(3)(4)	0	D
Stock Option (right to buy)	$24.04	3/2/2023		D			19688	(3)(4)	1/21/2029	Common Stock	19688	(3)(4)	0	D
Stock Option (right to buy)	$24.67	3/2/2023		D			31500	(3)(4)	1/20/2030	Common Stock	31500	(3)(4)	0	D
Stock Option (right to buy)	$30.68	3/2/2023		D			30000	(3)(4)	6/7/2028	Common Stock	30000	(3)(4)	0	D
Restricted Stock Units	(5)	3/2/2023		D			65850	(6)	(7)	Common Stock	65850	(6)	0	D

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 Option immediately 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 the date 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.

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, MA 02109			Chief Regulatory Officer

Signatures
/s/ Jason Duncan, Attorney-in-fact		3/2/2023
**Signature of Reporting Person		Date

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