Thomas P. McKenna - Oct 16, 2023 Form 4 Insider Report for Thorne Healthtech, Inc. (THRN)

Role: Chief Operating Officer, Director
Signature: /s/ Thomas P. McKenna
Stock symbol: THRN
Transactions as of: Oct 16, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/18/2023, 05:00 PM
Previous filing: Apr 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	THRN	Common Stock	Disposed to Issuer		-1.17M	-100%		0	Oct 16, 2023	Direct	F1

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	THRN	Employee Stock Option (Right to buy)	Disposed to Issuer	$0	-89K	-100%	$0.00^*	Oct 16, 2023	Common Stock	89K	$1.35	Direct	F2
transaction	THRN	Employee Stock Option (Right to buy)	Disposed to Issuer	$0	-178K	-100%	$0.00^*	Oct 16, 2023	Common Stock	178K	$4.49	Direct	F2
transaction	THRN	Employee Stock Option (Right to buy)	Disposed to Issuer	$0	-187K	-100%	$0.00^*	Oct 16, 2023	Common Stock	187K	$6.74	Direct	F2
transaction	THRN	Employee Stock Option (Right to buy)	Disposed to Issuer	$0	-640K	-100%	$0.00^*	Oct 16, 2023	Common Stock	640K	$5.12	Direct	F2

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

Thomas P. McKenna is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger between the Issuer, Healthspan Buyer, LLC and Healthspan Merger Sub, Inc., dated as of August 27, 2023 (the "Merger Agreement"), (i) each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $10.20 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement, and (ii) each issued and outstanding share of the Issuer's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.
F2	At the Effective Time, the option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Per Share Price and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.

Content

Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger between the Issuer, Healthspan Buyer, LLC and Healthspan Merger Sub, Inc., dated as of August 27, 2023 (the "Merger Agreement"), (i) each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $10.20 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement, and (ii) each issued and outstanding share of the Issuer's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.

At the Effective Time, the option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Per Share Price and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.