PureTech Health plc - Aug 19, 2022 Form 3 Insider Report for Akili, Inc. (AKLI)

Role: 10%+ Owner
Signature: PureTech Health LLC, By: /s/ Daphne Zohar
Stock symbol: AKLI
Transactions as of: Aug 19, 2022
Transactions value $: $0
Form type: 3
Date filed: 8/29/2022, 09:30 PM
Previous filing: Jan 21, 2022
Next filing: May 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AKLI	Common Stock						12.5M	Aug 19, 2022	See footnote	F1

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	AKLI	Earnout Shares							Aug 19, 2022	Common Stock	7.54M		See footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	PureTech Health LLC is the record holder of all of the securities reported in this Form 3. PureTech Health plc is the sole member of PureTech Health LLC, and has the power to direct the voting and disposition of securities held by PureTech Health LLC.
F2	Each Earnout Share represents a contingent right to receive one share of Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, 1/3 of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, 1/3 of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, 1/3 of the Earnout Shares shall vest.

Content

PureTech Health LLC is the record holder of all of the securities reported in this Form 3. PureTech Health plc is the sole member of PureTech Health LLC, and has the power to direct the voting and disposition of securities held by PureTech Health LLC.

Each Earnout Share represents a contingent right to receive one share of Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, 1/3 of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, 1/3 of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, 1/3 of the Earnout Shares shall vest.