Walter Edward Martucci II - 02 Jul 2024 Form 4 Insider Report for Akili, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
02 Jul 2024, 10:29:48 UTC
Prior SEC filing
06 May 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jacqueline Studer, attorney-in-fact

Key filing fact

Walter Edward Martucci II filed Form 4 for Akili, Inc. on 02 Jul 2024.

Key facts

  • This page summarizes Walter Edward Martucci II's Form 4 filing for Akili, Inc..
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 02 Jul 2024, 10:29.

Change

  • Previous filing in this sequence was filed on 06 May 2024.
  • 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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AKLI transaction

Common Stock, par value $0.0001

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares
-48,690
Change %
-33%
Price
Shares after
99,548
Date
02 Jul 2024
Ownership
Direct
Footnotes
F1
AKLI transaction

Common Stock, par value $0.0001

Disposed to Issuer

Transaction value
Shares
-99,548
Change %
-100%
Price
Shares after
0
Date
02 Jul 2024
Ownership
Direct
Footnotes
F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Walter Edward Martucci II is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote F2

Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.

Footnote 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.

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