SEC Form 4 filed by 5am Partners Iv, Llc

4/12/23 4:51:37 PM ET

$PEAR

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SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pear Therapeutics, Inc. [ PEAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/10/2023		S		12,836,489	D	$0.12⁽¹⁾	0	I	By 5AM Ventures IV, L.P.⁽²⁾
Class A Common Stock	04/10/2023		S		534,855	D	$0.12⁽¹⁾	0	I	By 5AM Co-Investors IV, L.P.⁽³⁾
Class A Common Stock	04/10/2023		S		3,172,769	D	$0.12⁽¹⁾	200,000	I	By 5AM Opportunities I, L.P.⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Ventures IV, L.P.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Co-Investors IV, L.P.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Opportunities I (GP), LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

5AM Opportunities I, L.P.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.11 to $0.19 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The shares are directly held by 5AM Ventures IV, L.P. ("Ventures IV"). 5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners IV and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures IV. Each of Partners IV, Dr. Diekman, Dr. Rocklage and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein.

3. The shares are directly held by 5AM Co-Investors IV, L.P. ("Co-Investors IV"). Partners IV is the sole general partner of Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners IV and may be deemed to have shared voting and investment power over the shares beneficially owned by Co-Investors IV. Each of Partners IV, Dr. Diekman, Dr. Rocklage and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein.

4. Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab is a managing member of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP and Mr. Schwab disclaims beneficial ownership of the shares of Common Stock held by Opportunities, except to the extent of its or his pecuniary interest therein.

Remarks:

	5AM Partners IV, LLC, By /s/ Scott M. Rocklage, Managing Member	04/12/2023
	5AM Ventures IV, L.P., By: 5AM Partners IV, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member	04/12/2023
	5AM Co-Investors IV, LP, By: 5AM Partners IV, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member	04/12/2023
	5AM Opportunities I (GP), LLC, By /s/ Andrew J. Schwab, Managing Member	04/12/2023
	5AM Opportunities I, L.P., By: 5AM Opportunities I(GP),LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member	04/12/2023
	/s/ John D. Diekman	04/12/2023
	/s/ Scott M. Rocklage	04/12/2023
	/s/ Andrew J. Schwab	04/12/2023
	** 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.

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Date	Price Target	Rating	Analyst
1/26/2022	$5.00	Neutral	B of A Securities
1/20/2022	$11.00	Outperform	Credit Suisse
1/3/2022	$12.00	Buy	BTIG Research
12/29/2021	$13.00	Buy	Citigroup
12/22/2021	$16.00	Buy	Chardan Capital
12/16/2021		Outperform	Cowen & Co.

SEC Form 4 filed by 5am Partners Iv, Llc

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