MITSUI & CO LTD 4
4 · Thorne Healthtech, Inc. · Filed Oct 17, 2023
Insider Transaction Report
Form 4
MITSUI & CO LTD
10% Owner
Transactions
- Other
Class A Common Stock Warrant (Right to buy)
2023-10-16−56,515→ 0 totalExercise: $5.12→ Common Stock (56,515 underlying) - Disposition from Tender
Common Stock
2023-10-16−15,674,235→ 0 total
Footnotes (2)
- [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27, 2023, by and among Thorne HealthTech, Inc. (the "Issuer"), Healthspan Buyer, LLC, and Healthspan Merger Sub, Inc. ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of October 16, 2023 (the "Effective Time"). At the Effective Time, each outstanding share of Company Common Stock was cancelled and converted into the right to receive $10.20 in cash (the "Offer Price"), without interest and subject to applicable withholding taxes.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each Class A Common Stock Warrant ("Company Warrant") held by the Reporting Person was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (A) the amount of the Offer Price (less the exercise price per share attributable to such Company Warrant) multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Warrant, subject to applicable withholding taxes.