AtaiBeckley (ATAI) Director Scott Braunstein Disposes Shares in Merger

What Happened
Scott Braunstein, a director of AtaiBeckley Inc. (ATAI), recorded dispositions of derivative interests on September 11, 2026. Four "disposition to issuer" transactions totaled 573,881 shares (206,000; 103,000; 56,818; 208,063). No per-share prices are shown in the Form 4 because these were derivative cancellations/conversions tied to the company’s merger into an Eli Lilly subsidiary. Under the merger agreement, outstanding stock options were cancelled and converted into (A) a cash payment equal to the number of option shares times the excess of $6.75 over the option exercise price (less tax withholding) and (B) one contingent value right (CVR) per share, each CVR eligible to pay up to $2.50 if specified milestones are met.

Key Details

• Transaction date: 2026-09-11 (all dispositions)
• Disposed (derivative) shares: 206,000; 103,000; 56,818; 208,063 — total 573,881
• Reported price: N/A on Form 4 (cash consideration determined per merger formula)
• Transaction code: D (Disposition to issuer) — derivative conversion in merger
• Shares owned after transaction: not specified in the provided filing summary
• Notable footnotes: F1 — company merged into an Eli Lilly subsidiary on 9/11/2026; F2 — options were cancelled and converted into cash and CVRs per merger agreement (cash = # shares × ( $6.75 − exercise price ); plus one CVR per share up to $2.50)
• Filing timeliness: Report covers 2026-09-11 and was filed the same day (no late filing indicated in the provided data)

Context
These were merger-related derivative conversions rather than open-market sales. The insider received cash (amount depends on each option’s exercise price) and contingent value rights that pay only if certain clinical/regulatory milestones are achieved. Such disposals are common in acquisition transactions and reflect contract terms of the merger, not necessarily the insider’s independent view of the company’s future.