Chamath Palihapitiya - Aug 19, 2022 Form 4 Insider Report for Akili, Inc. (AKLI)

Role: Director, 10%+ Owner
Signature: /s/ James Ryans, as attorney-in-fact
Stock symbol: AKLI
Transactions as of: Aug 19, 2022
Transactions value $: $100,000,000
Form type: 4
Date filed: 8/23/2022, 05:26 PM
Previous filing: Jul 20, 2022
Next filing: Nov 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AKLI	Common Stock	Award	$81M	+8.1M	+1265.63%	$10.00^*	8.74M	Aug 19, 2022	See Footnote	F1
transaction	AKLI	Common Stock	Award	$19M	+1.9M	+21.74%	$10.00^*	10.6M	Aug 19, 2022	See Footnote	F2
transaction	AKLI	Common Stock	Options Exercise	$0	+6.22M	+58.46%	$0.00	16.9M	Aug 19, 2022	See Footnote	F3, F4
transaction	AKLI	Common Stock	Other	$0	-3.09M	-18.31%	$0.00	13.8M	Aug 19, 2022	See Footnote	F5

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
transaction	AKLI	Class B ordinary shares	Options Exercise	$0	-6.22M	-100%	$0.00^*	0	Aug 19, 2022	Class A ordinary shares	6.22M		See Footnote	F3, F4, F6

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

Explanation of Responses:

Id	Content
F1	Represents shares of Issuer's common stock, par value $0.0001 per share ("Common Stock"), purchased by SC PIPE Holdings LLC ("SC PIPE Holdings") in connection with the consummation of the business combination between the Issuer and Akili Interactive Labs, Inc. (the "Business Combination"). SC PIPE Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by SC PIPE Holdings by virtue of his indirect interests in SC PIPE Holdings or his control over SC PIPE Holdings, as the case may be.
F2	Represents shares of Common Stock purchased by a trust for the benefit of Mr. Palihapitiya's immediate family in connection with the consummation of the Business Combination.
F3	The Class B ordinary shares, par value $0.0001 per share (each, a "Class B ordinary share"), held by SCS Sponsor I LLC (the "Sponsor") converted to shares of Common Stock on a one-for-one basis upon the consummation of the Business Combination.
F4	The Sponsor is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by SC SPAC Holdings LLC, which is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by the Sponsor by virtue of his indirect interests in the Sponsor or his shared control over the Sponsor, as the case may be.
F5	Represents the distribution for no consideration by the Sponsor of 6,860,000 shares of Common Stock to its members pro rata in accordance with their respective interests (the "Sponsor Distribution"). SC Master Holdings, LLC ("SC Master Holdings") received 3,773,000 shares of Common Stock in the Sponsor Distribution. SC Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by SC Master Holdings by virtue of his indirect interests in SC Master Holdings or his control over SC Master Holdings, as the case may be.
F6	The Class B ordinary shares converted to Common Stock on a one-for-one basis upon the consummation of the Business Combination.

Remarks:

The inclusion of the securities in this report shall not be deemed an admission by the reporting person of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16.