Mckenna Thomas P. returned 1,172,227 shares to the company, closing all direct ownership in the company (SEC Form 4)
$THRN
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Thorne Healthtech, Inc. [ THRN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/16/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/16/2023 | D | 1,172,227(1) | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to buy) | $1.3483 | 10/16/2023 | D | 89,000 | (2) | 02/12/2025 | Common Stock | 89,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to buy) | $4.4944 | 10/16/2023 | D | 178,000 | (2) | 02/12/2025 | Common Stock | 178,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to buy) | $6.7416 | 10/16/2023 | D | 186,900 | (2) | 02/12/2025 | Common Stock | 186,900 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to buy) | $5.1236 | 10/16/2023 | D | 639,910 | (2) | 10/10/2028 | Common Stock | 639,910 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger between the Issuer, Healthspan Buyer, LLC and Healthspan Merger Sub, Inc., dated as of August 27, 2023 (the "Merger Agreement"), (i) each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $10.20 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement, and (ii) each issued and outstanding share of the Issuer's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price. |
| 2. At the Effective Time, the option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Per Share Price and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. |
| Remarks: |
| /s/ Thomas P. McKenna | 10/18/2023 | |
| ** 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 4 (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 Number. | ||