SEC Form 4: Milch David Mark converted options into 1,923,925 shares and disposed of 1,923,925 shares
$HCCC
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Healthcare Capital Corp/DE [ HCCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 03/07/2022 | M | 1,923,925 | A | (2) | 1,923,925 | I | See footnote(6) | ||
| Class A Common Stock | 03/07/2022 | J(2) | 1,923,925 | D | (2) | 0 | I | See footnote(6) | ||
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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 | ||||||||
| Class B Common Stock | (1) | 03/07/2022 | J(3) | 4,844,375 | (1) | (1) | Class A Common Stock | 4,844,375 | (1)(3) | 2,030,625 | I | See footnote(6) | |||
| Class B Common Stock | (1) | 03/07/2022 | J(4) | 106,700 | (1) | (1) | Class A Common Stock | 106,700 | (1)(4) | 1,923,925 | I | See footnote(6) | |||
| Class B Common Stock | (1) | 03/07/2022 | M | 1,923,925 | (1) | (1) | Class A Common Stock | 1,923,925 | (1)(2) | 0 | I | See footnote(6) | |||
| Warrants | $11.5 | 03/07/2022 | J(3) | 4,658,000 | 04/06/2022(5) | 03/07/2027(5) | Class A Common Stock | 4,658,000 | (3) | 2,142,000 | I | See footnote(6) | |||
| Warrants | $11.5 | 03/07/2022 | J(2) | 2,142,000 | 04/06/2022(5) | 03/07/2027(5) | Class A Common Stock | 2,142,000 | (2) | 0(2) | I | See footnote(6) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On March 7, 2022 (the "Closing Date"), Healthcare Capital Corp., a Delaware corporation ("HCCC"), and Alpha Tau Medical Ltd., a company organized under the laws of the State of Israel ("Alpha Tau"), consummated their previously announced business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among HCCC, Alpha Tau and Archery Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Alpha Tau. On the Closing Date, pursuant to the terms of the Merger Agreement, each outstanding share of Class B common stock of HCCC converted into shares of Class A common stock of HCCC at a conversion ratio of one share of Class B common stock for one share of Class A common stock. |
| 2. Pursuant to the terms of the Merger Agreement, on the Closing Date, each outstanding share of Class A common stock of HCCC following the conversion described in footnote 1 above were exchanged for one newly issued Class A ordinary share of Alpha Tau and each warrant of HCCC was exchanged for one warrant of Alpha Tau. |
| 3. Pursuant to the terms of the Sponsor Support Agreement, dated as of July 7, 2021, as amended on February 17, 2022 and the Letter Agreement, dated as of the Closing Date, by and between HCCC, Alpha Tau, Healthcare Capital Sponsor LLC (the "Sponsor") and certain insiders, the Sponsor agreed to forfeit on the Closing Date, for no consideration, 4,844,375 shares of Class B common stock of HCCC and warrants to purchase 4,658,000 shares of Class A common stock of HCCC. |
| 4. Pursuant to the terms of the Letter Agreement, dated as of the Closing Date, by and between the Sponsor and Cantor Fitzgerald & Co., the Sponsor transferred 106,700 shares of Class B common stock of HCCC to Cantor for services provided in connection with the Company's initial public offering and the Business Combination. |
| 5. Pursuant to the terms thereof, the exercisability of the warrants was subject to the completion of the Business Combination. Each whole warrant will become exercisable to purchase one Class A ordinary share of Alpha Tau, commencing 30 days after the Closing Date and expiring five years following the Closing Date. |
| 6. The Sponsor is the record holder of the shares of common stock and warrants reported herein. Dr. Milch is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock and warrants held of record by the Sponsor. By virtue of this relationship, Dr. Milch may be deemed to have beneficial ownership of the securities held of record by the Sponsor. He disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| /s/ Dr. David Milch | 03/09/2022 | |
| /s/ Dr. David Milch the Managing Member of Healthcare Capital Sponsor LLC | 03/09/2022 | |
| ** 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 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. | ||