Jacqueline Studer - 02 Jul 2024 Form 4 Insider Report for Akili, Inc.

Reporting relationship: Chief Legal Officer
Issuer ticker: N/A
Reported as of: 02 Jul 2024
Net transaction value: $0
SEC form: 4
Accepted by SEC: 02 Jul 2024, 10:31:56 UTC
Prior SEC filing: 11 Jun 2024
Source filing: View source filing
Reporting owner signature: /s/ Jacqueline Studer

Key filing fact

Jacqueline Studer filed Form 4 for Akili, Inc. on 02 Jul 2024.

Key facts

This page summarizes Jacqueline Studer's Form 4 filing for Akili, Inc..
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 02 Jul 2024, 10:31.

Change

Previous filing in this sequence was filed on 11 Jun 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: -30,693
Change %: -25%
Price
Shares after: 92,869
Date: 02 Jul 2024
Ownership: Direct
Footnotes: F1

AKLI transaction

Common Stock, par value $0.0001

Disposed to Issuer

Transaction value
Shares: -92,869
Change %: -100%
Price
Shares after: 0
Date: 02 Jul 2024
Ownership: Direct
Footnotes: F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AKLI transaction Derivative

Stock Option (Right to buy)

Disposed to Issuer

Transaction value
Shares: -280,500
Change %: -100%
Price
Shares after: 0
Date: 02 Jul 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 280,500
Exercise price: $0.4000
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jacqueline Studer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 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 her 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.

Footnote F4

Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Price was cancelled and converted into the right to receive an amount in cash, without any interest thereon, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Offer Price over the exercise price per Share underlying such Issuer Stock Option by (y) the number of Shares underlying such Issuer Stock Option immediately prior to the Effective Time.