AtaiBeckley (ATAI) CMO Craig James Converts ~1.97M Shares in Merger

What Happened
Craig Kevin James, Chief Medical Officer of AtaiBeckley Inc. (ATAI), had a total of 1,968,954 shares and derivative interests converted/disposed on September 11, 2026 in connection with the company’s merger into an Eli Lilly subsidiary. The transaction was not an open‑market sale — it was the automatic conversion/cancellation of common stock, stock options and RSUs under the Merger agreement. Common shares were converted into $6.75 cash per share plus one contingent value right (CVR) per share; options and RSUs were converted into cash (per the merger formulas) plus CVRs per share. The small block of 8,437 common shares yielded roughly $56,950 in cash (8,437 × $6.75); amounts for derivative instruments depend on option exercise prices and are not separately stated in the Form 4.

Key Details

• Transaction date: September 11, 2026 (Effective Time of the Merger). Filing date: September 11, 2026 (timely).
• Dispositions reported (all “to the issuer” / derivative conversions): 8,437 common shares; 10,000; 50,400; 28,608; 372,701; 673,808; 675,000; 150,000 (derivative interests) — total = 1,968,954.
• Price / value shown as N/A on the Form 4 because the transfers were merger conversions; common shares converted to $6.75 cash per share + one CVR per share (CVR can pay up to $2.50 per CVR upon achievement of specified milestones).
• Footnotes: F1–F4 explain the Merger with Eli Lilly, the $6.75 per-share cash consideration for outstanding common stock, and the formulas converting options and RSUs into cash and one CVR per underlying share (tax withholding applies).
• Shares owned after the transaction: not disclosed in the provided filing.

Context

• These were forced/conversion dispositions tied to the closing of the merger, not voluntary open‑market sales; they reflect deal consideration (cash + contingent value rights), not an insider signaling a purchase or routine sale.
• For options and RSUs, the Form 4 shows they were cancelled and converted per the merger formulas (some cash tied to strike prices for options); this is a common outcome in acquisitions and is different from a voluntary exercise-and-sell.