Chamath Palihapitiya - 02 Jul 2024 Form 4 Insider Report for Akili, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Jul 2024, 17:36:39 UTC
Prior SEC filing
21 Nov 2023
Next SEC filing
03 Feb 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
SC PIPE HOLDINGS LLC, By: SC Master Holdings, LLC, its sole member, By: Social Capital Group LLC, its sole member, By: /s/ Chamath Palihapitiya, Chief Executive Officer

Key filing fact

Chamath Palihapitiya filed Form 4 for Akili, Inc. on 05 Jul 2024.

Key facts

  • This page summarizes Chamath Palihapitiya's Form 4 filing for Akili, Inc..
  • 3 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 05 Jul 2024, 17:36.

Change

  • Previous filing in this sequence was filed on 21 Nov 2023.
  • 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

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

Transaction value
Shares
-8,100,000
Change %
-100%
Price
Shares after
0
Date
02 Jul 2024
Ownership
See Footnote
Footnotes
F1, F2
AKLI transaction

Common Stock

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

Transaction value
Shares
-3,773,000
Change %
-100%
Price
Shares after
0
Date
02 Jul 2024
Ownership
See Footnote
Footnotes
F1, F3
AKLI transaction

Common Stock

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

Transaction value
Shares
-1,900,000
Change %
-100%
Price
Shares after
0
Date
02 Jul 2024
Ownership
See Footnote
Footnotes
F1, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Chamath Palihapitiya 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 his affiliates was converted into the Offer Price.

Footnote F2

Reflects securities held directly by SC PIPE Holdings LLC ("SC PIPE Holdings"). The sole member of SC PIPE Holdings is SC Master Holdings, LLC ("SC Master Holdings"). SC Master Holdings is controlled by Mr. Palihapitiya.

Footnote F3

Reflects securities held directly by SC Master Holdings. SC Master Holdings is controlled by Mr. Palihapitiya.

Footnote F4

Reflects securities held directly by a trust for the benefit of members of Mr. Palihapitiya's immediate family.

SEC remarks

The inclusion of the securities in this report shall not be deemed an admission by the reporting persons of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

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