Initial Statement of Beneficial Ownership (3)
August 19 2022 - 7:17PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Shanbhag Santosh |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/19/2022
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3. Issuer Name and Ticker or Trading Symbol
Akili, Inc. [AKLI]
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(Last)
(First)
(Middle)
C/O AKILI, INC., 125 BROAD STREET, FIFTH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Financial Officer / |
(Street)
BOSTON, MA 02110
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | (1) | 6/12/2029 | Common Stock | 349386 | $3.83 | D | |
Stock Option (Right to Buy) | (2) | 5/21/2030 | Common Stock | 17267 | $3.83 | D | |
Stock Option (Right to Buy) | (3) | 5/21/2030 | Common Stock | 5755 | $3.83 | D | |
Stock Option (Right to Buy) | (4) | 9/29/2031 | Common Stock | 109362 | $3.83 | D | |
Stock Option (Right to Buy) | (5) | 1/26/2032 | Common Stock | 12663 | $10.06 | D | |
Earnout Shares | (6) | 8/19/2027 | Common Stock | 7536461 | (6) | D | |
Explanation of Responses: |
(1) | 25% of the shares underlying this option vested and became exercisable on March 12, 2020, with an additional 12.5% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date. |
(2) | 25% of the shares underlying this option vested and became exercisable on March 15, 2020, with an additional 12.5% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date. |
(3) | 16.67% of the shares underlying this option vested and became exercisable on November 18, 2020, with an additional 16.67% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date. |
(4) | The shares underlying this option shall vest and become exercisable in forty-eight (48) equal monthly installments following June 25, 2021, subject to the reporting person's continued service on each such vesting date. |
(5) | 50% of the shares underlying this option vested and became exercisable on January 19, 2022, with an additional 2.08% vesting at the end of each one (1) month period, subject to the reporting person's continued service on each such vesting date. |
(6) | Each Earnout Share represents a contingent right to receive one share of the Issuer's Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Shanbhag Santosh C/O AKILI, INC. 125 BROAD STREET, FIFTH FLOOR BOSTON, MA 02110 |
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| Chief Financial Officer |
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Signatures
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/s/ Jacqueline Studer, attorney-in-fact | | 8/19/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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