Lj10 Llc - Dec 6, 2021 Form 3 Insider Report for Pear Therapeutics, Inc. (PEARQ)

Role: 10%+ Owner
Signature: LJ10 LLC, By: /s/ Elon S. Boms, as Manager
Stock symbol: PEARQ
Transactions as of: Dec 6, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/8/2021, 04:26 PM
Previous filing: Dec 6, 2021
Next filing: Dec 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PEARQ	Class A Common Stock						6.54M	Dec 6, 2021	Direct	F1
holding	PEARQ	Class A Common Stock						6.39M	Dec 6, 2021	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PEARQ	Private Placement Warrants							Dec 6, 2021	Class A Common Stock	5.01M	$11.50	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 6,540,000 shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer held by LJ10 LLC (the "Sponsor"). Elon S. Boms and two other managers are the three managers of the Sponsor's board of managers. Any action by the Sponsor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Sponsor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Sponsor.
F2	Represents 6,387,026 shares of Common Stock held by KLP SPAC 1 LLC (the "Anchor Investor"). The Anchor Investor purchased these shares in a private placement on December 3, 2021. Elon S. Boms and two other managers are the three managers of the Anchor Investor's board of managers. Any action by the Anchor Investor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Anchor Investor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Anchor Investor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Anchor Investor.
F3	The Anchor Investor and the Sponsor may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, comprised of the Anchor Investor and the Sponsor.
F4	The private placement warrants were purchased by the Sponsor in connection with the Issuer's initial public offering on February 1, 2021. Each private placement warrant is exercisable to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, beginning on February 4, 2022 (the date that is within 60 days of December 6, 2021), and expires on December 3, 2026 or earlier upon redemption or liquidation.