4//SEC Filing
Spinale John 4
Accession 0001562180-24-005422
CIK 0001850266other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 10:29 AM ET
Size
11.8 KB
Accession
0001562180-24-005422
Insider Transaction Report
Form 4
Akili, Inc.AKLI
Spinale John
Director
Transactions
- Disposition from Tender
Common Stock, par value $0.0001
2024-07-02−3,063,364→ 0 total(indirect: By JAZZ Human Performance Technology Fund, L.P.) - Disposition from Tender
Common Stock, par value $0.0001
2024-07-02−693,226→ 0 total(indirect: By JAZZ Human Performance Opportunity Fund, L.P.) - Disposition to Issuer
Stock Option (Right to Buy)
2024-07-02−44,000→ 0 totalExercise: $0.22→ Common Stock (44,000 underlying)
Footnotes (4)
- [F1]Reflects disposition of shares of common stock (each, a "Share") of the Issuer at a price per Share of $0.4340 (the "Offer Price") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2024, by and among the Issuer, Virtual Therapeutics Corporation, a Delaware corporation ("Parent") and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer, effective as of July 2, 2024 (the "Effective Time") with the Issuer surviving the merger. As of the Effective Time, each Share held by the Reporting Person or his affiliates was converted into the Offer Price.
- [F2]Represents shares held directly by JAZZ Human Performance Opportunity Fund, L.P. ("JAZZ Opportunity Fund"). JAZZ Human Performance Opportunity GP, LLC ("JAZZ Opportunity GP") is the general partner of JAZZ Opportunity Fund, and the Reporting Person is a managing member of JAZZ Opportunity GP. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
- [F3]Represents Shares held directly by JAZZ Human Performance Technology Fund, L.P. ("JAZZ Technology Fund"). JAZZ Human Performance Technology GP, LLC ("JAZZ Technology GP") is the general partner of JAZZ Technology Fund, and the Reporting Person is a managing member of JAZZ Technology GP. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
- [F4]Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Price was cancelled and converted into the right to receive an amount in cash, without any interest thereon, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Offer Price over the exercise price per Share underlying such Issuer Stock Option by (y) the number of Shares underlying such Issuer Stock Option immediately prior to the Effective Time.
Documents
Issuer
Akili, Inc.
CIK 0001850266
Entity typeother
Related Parties
1- filerCIK 0002012448
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 10:29 AM ET
- Size
- 11.8 KB