AtaiBeckley (ATAI) CFO Michael Faerm Disposes 1.56M Shares

What Happened Michael Faerm, CFO of AtaiBeckley Inc. (ATAI), recorded two dispositions to the issuer on September 11, 2026 totaling 1,560,000 derivative shares (1,275,000 and 285,000). These were not open‑market sales but cancellations/conversions of equity awards in connection with the merger into an Eli Lilly subsidiary. The Form 4 lists no per‑share sale price (N/A) because the awards were converted into merger consideration (cash and contingent value rights, or CVRs) under the merger agreement.

Key Details

• Transaction date: September 11, 2026 (Effective time of the merger).
• Dispositions: 1,275,000 and 285,000 shares (total 1,560,000); transaction code D (Disposition to the issuer); price shown as N/A (derivative).
• Consideration per merger terms:
  • RSUs (if included) converted into cash at $6.75 per share plus one CVR per share.
  • Stock options (if included) converted into cash equal to (6.75 − exercise price) per share (if positive) plus one CVR per share.
  • Each CVR represents the right to receive up to $2.50 cash per CVR upon achievement of specified milestones (aggregate cap applies).
• Filing: Form 4 filed with accession 0001140361-26-036385 with report period 2026‑09‑11 (the filing lists the same date as the transactions).
• Shares owned after transaction: not specified in the excerpt provided.
• Footnotes: F1–F3 describe the merger and the mechanics converting options and RSUs into cash and CVRs.

Context These dispositions resulted from a corporate transaction (merger) and reflect cancellation/conversion of derivative awards rather than voluntary insider sales. Because some conversions (options) depend on each option’s original exercise price, the Form 4 does not show a simple total cash figure for all disposed awards; RSUs converted at a fixed $6.75 per share, while option cash values vary. The CVRs are contingent milestone payments (up to $2.50 each) and are not guaranteed. Such merger-driven conversions are routine and do not necessarily signal the insider’s view on the stock’s future.