Matthew Franklin - Jul 2, 2024 Form 4 Insider Report for Akili, Inc. (AKLI)

Role
President & CEO, Director
Signature
/s/ Jacqueline Studer, attorney-in-fact
Stock symbol
AKLI
Transactions as of
Jul 2, 2024
Transactions value $
$0
Form type
4
Date filed
7/2/2024, 10:32 AM
Previous filing
Mar 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AKLI Common Stock, par value $0.0001 Disposition pursuant to a tender of shares in a change of control transaction -7.66K -18.83% 33K Jul 2, 2024 Direct F1
transaction AKLI Common Stock, par value $0.0001 Disposed to Issuer -33K -100% 0 Jul 2, 2024 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew Franklin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects disposition of shares of common stock (each, a "Share") of the Issuer at a price per Share of $0.4340 (the "Offer Price") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2024, by and among the Issuer, Virtual Therapeutics Corporation, a Delaware corporation ("Parent") and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer, effective as of July 2, 2024 (the "Effective Time") with the Issuer surviving the merger. As of the Effective Time, each Share held by the Reporting Person or his affiliates was converted into the Offer Price.
F2 Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.
F3 Reflects disposition of time-based Issuer RSUs pursuant to the terms of the Merger Agreement. Each outstanding Issuer RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each Issuer RSU then outstanding was cancelled and converted into the right to receive a cash payment without interest, less any applicable tax withholding, equal to the Offer Price, all upon the terms and subject to the conditions as set forth in the Offer to Purchase, as amended, and in the related Letter of Transmittal.