| 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 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Each Earnout Share represents a contingent right to receive one share of the Issuer's 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 Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest. |
| F2 | This amendment is filed solely to specify that the amount reported in column 3 represents the maximum aggregate amount of Earnout Shares allocable to eligible former securityholders of Akili Interactive Labs, Inc. ("Akili Interactive"), collectively, who were common stock holders of Akili Interactive or who were designated eligible employees or individual service providers of Akili Interactive immediately prior to the consummation of the merger pursuant to the Agreement and Plan of Merger by and between the Issuer (f/k/a Social Capital Suvretta Holdings Corp. I), Karibu Merger Sub, Inc. and Akili Interactive dated as of January 26, 2022 (the "Merger Agreement"). |
| F3 | (Continued from Footnote 2) As set forth in the Merger Agreement, former securityholders of Akili Interactive who are no longer securityholders of the Issuer or are no longer employees or individual service providers and do not hold any stock of the Issuer as of the time at which the Earnout Conditions are satisfied are deemed to have forfeited their allocation of Earnout Shares, with such forfeited shares becoming allocable to the remaining eligible earnout recipients under the Merger Agreement. The Reporting Person disclaims beneficial ownership of such shares 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. |
The Reporting Person is no longer subject to Section 16 reporting requirements, effective as of October 25, 2022, and this amendment is being filed to amend a Form 3 that was filed during the time period that the Reporting Person was subject to Section 16 reporting requirements.