Key facts
- This page summarizes MITSUI & CO LTD's Form 4 filing for Thorne Healthtech, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 17 Oct 2023, 16:15.
MITSUI & CO LTD - 16 Oct 2023 Form 4 Insider Report for Thorne Healthtech, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 16 Oct 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 17 Oct 2023, 16:15:26 UTC
- Prior SEC filing
- 29 Sep 2021
- Next SEC filing
- 11 Apr 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Mitsui & Co., LTD., by /s/ Yoshifumi Hatanaka, General Manager, NutriScience Division
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
MITSUI & CO LTD filed Form 4 for Thorne Healthtech, Inc. on 17 Oct 2023.
Change
- Previous filing in this sequence was filed on 29 Sep 2021.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
THRN
transaction
Common Stock
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- Shares
- -15,674,235
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 16 Oct 2023
- Ownership
- Direct
- Footnotes
- F1
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
THRN
transaction
Derivative
Class A Common Stock Warrant (Right to buy)
Other
- Transaction value
- Shares
- -56,515
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 16 Oct 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 56,515
- Exercise price
- $5.12
- Footnotes
- F2
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
MITSUI & CO LTD is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 2 footnotes
Footnote F1
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27, 2023, by and among Thorne HealthTech, Inc. (the "Issuer"), Healthspan Buyer, LLC, and Healthspan Merger Sub, Inc. ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of October 16, 2023 (the "Effective Time"). At the Effective Time, each outstanding share of Company Common Stock was cancelled and converted into the right to receive $10.20 in cash (the "Offer Price"), without interest and subject to applicable withholding taxes.
Footnote F2
Pursuant to the Merger Agreement, at the Effective Time, each Class A Common Stock Warrant ("Company Warrant") held by the Reporting Person was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (A) the amount of the Offer Price (less the exercise price per share attributable to such Company Warrant) multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Warrant, subject to applicable withholding taxes.