AtaiBeckley (ATAI) Director John Hoffman Disposes 327,968 Shares

What Happened

• John Francis Hoffman, a director of AtaiBeckley Inc. (ATAI), recorded two derivative dispositions to the issuer on September 11, 2026, totaling 327,968 underlying shares (206,000 and 121,968). The Form 4 lists no per‑share price (N/A) because these dispositions occurred under the terms of the merger with Eli Lilly and were settled pursuant to the merger agreement rather than as open‑market sales. This is effectively a surrender/cancellation of derivative interests in connection with the Merger.

Key Details

• Transaction date: 2026-09-11 (reported on Form 4 filed the same day).
• Amounts disclosed: 206,000 and 121,968 derivative shares; total = 327,968 shares.
• Price/consideration: listed as N/A on the Form 4. Per the merger agreement, outstanding options were converted into (A) cash equal to (# shares × ( $6.75 − exercise price )) and (B) one contingent value right (CVR) per share (each CVR can pay up to $2.50 upon specified milestones), net of applicable tax withholding.
• Filing timeliness: Form 4 filed on the same date as the transactions (not shown as late).
• Shares owned after transaction: not specified in the filing.
• Transaction code: D (Disposition to issuer) — typical for option cancellations or surrender in an M&A.

Context

• Footnotes explain the corporate event: on Sept 11, 2026, Merger Sub merged into AtaiBeckley, making the company a wholly owned subsidiary of Eli Lilly. At the Effective Time, most outstanding stock options were automatically cancelled and converted into the cash/CVR structure described above (conversion applied without regard to vesting). CVRs are contingent payments tied to future clinical/regulatory milestones and are not guaranteed.
• This type of disposition is routine in mergers and represents contractual settlement of derivative awards rather than an open‑market sale that signals a director's trading view.