AtaiBeckley (ATAI) 10% Owner Christian Angermayer Sells Shares in Merger

What Happened

• Christian Angermayer, a reported 10% owner of AtaiBeckley Inc. (ATAI), disposed of a total of 58,067,276 shares/derivative equivalents on 2026-09-11 in connection with the merger with Eli Lilly. Under the merger terms, each ATAI share converted into $6.75 in cash plus one contingent value right (CVR) per share (each CVR may pay up to $2.50 if specified milestones are met). The cash component for the 55,756,748 identified common shares would be approximately $376,358,049; the full cash figure for all disposed items depends on option exercise prices for the derivative items (options were cancelled and converted per the merger agreement).

Key Details

• Transaction date: 2026-09-11 (effective time of the merger with Eli Lilly).
• Shares/derivatives disposed (total): 58,067,276.
  • Common stock lines (non-derivative): 55,756,748 shares.
  • Derivative items (options/other): 2,310,528 share equivalents (listed as derivative in the filing).
• Per-share merger consideration: $6.75 in cash per share (plus one CVR per share, CVRs may pay up to $2.50 aggregate upon achievement of milestones).
• Estimated cash for common stock portion: ≈ $376.36 million; total cash including cancelled options depends on exercise prices (see footnote F4).
• Shares owned after transaction: ATAI common stock held by Angermayer was converted at the Effective Time; common shares were exchanged for cash and CVRs (effectively no ATAI public common shares remain).
• Notable footnotes: F1–F4 explain the merger mechanics, CVRs, cancellation/conversion of options into cash + CVRs, and a correction of prior beneficial ownership reporting (F3).
• Filing timeliness: Reported with transaction date 2026-09-11; no late-filing indication in this Form 4.

Context

• This was a corporate merger disposition (not an open-market sale). Under the merger, outstanding shares were converted into the deal consideration (cash + CVRs); outstanding stock options were cancelled and converted into cash equal to the excess of $6.75 over each option's exercise price (plus CVRs) as described in the filing.
• As a 10% owner, Angermayer is a significant shareholder but this filing reflects the merger's mandatory conversions rather than an independent trading decision. For retail investors, merger dispositions like this are routine outcomes of acquisition transactions and do not necessarily indicate buy/sell sentiment by the insider.