SEC Form SC 13D/A filed by Pear Therapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Pear Therapeutics, Inc.

(Name of Issuer)

Class A Common stock, $0.0001 par value per share

(Title of Class of Securities)

704723105

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 14, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule 13D filed with the Securities and Exchange Commission (teh “SEC”) on December 13, 2021 (the “Original Schedule 13D”) filed on behalf of 5AM Ventures IV, L.P. (“5AM IV”), 5AM Co-Investors IV, L.P. (“5AM Co-Investors IV”), 5AM Partners IV, LLC (“5AM Partners IV”), 5AM Opportunities I, L.P. (“5AM Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities GP”), Dr. John D. Diekman (“Diekman”), Dr. Scott M. Rocklage (“Rocklage”) and Andrew J. Schwab (“Schwab” and, with 5AM Partners IV, 5AM IV, Co-Investors IV, 5AM Opportunities, 5AM Opportunities GP, Diekman and Rocklage, collectively, the “Reporting Persons”), relates to the Class A Common Stock, $0.0001 par value (“Class A Common Stock”) of Pear Therapeutics, Inc., a Delaware corporation. This Amendment is being filed by the Reporting Persons to report open market sales of Class A Common Stock between August 16, 2022 and September 15, 2022. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as described in Items 4 and 5 below.

Items 4 and 5 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:

On August 16, 2022, 5AM IV sold 160,476 shares of Class A Common Stock and 5AM Co-Investors IV sold 6,686 shares of Class A Common Stock, each in open market transactions for $1.78 per share.

On August 17, 2022, 5AM IV sold 9,674 shares of Class A Common Stock and 5AM Co-Investors IV sold 403 shares of Class A Common Stock, each in open market transactions for $1.71 per share.

On August 18, 2022, 5AM IV sold 213,851 shares of Class A Common Stock and 5AM Co-Investors IV sold 8,910 shares of Class A Common Stock, each in open market transactions for $1.55 per share.

On September 6, 2022, 5AM IV sold 298,714 shares of Class A Common Stock and 5AM Co-Investors IV sold 12,446 shares of Class A Common Stock, each in open market transactions for $2.36 per share.

On September 7, 2022, 5AM IV sold 148,337 shares of Class A Common Stock and 5AM Co-Investors IV sold 6,181 shares of Class A Common Stock, each in open market transactions for $1.92 per share.

On September 8, 2022, 5AM IV sold 292,149 shares of Class A Common Stock and 5AM Co-Investors IV sold 12,173 shares of Class A Common Stock, each in open market transactions for $ 1.81 per share.

On September 14, 2022, 5AM IV sold an aggregate of 273,664 shares of Class A Common Stock and 5AM Co-Investors IV sold an aggregate of 11,403 shares of Class A Common Stock, each in open market transactions at prices ranging from $1.91 to $2.07 per share (a weighted-average price of $1.94 per share).

On September 15, 2022, 5AM IV sold an aggregate of 261,840 shares of Class A Common Stock and 5AM Co-Investors IV sold an aggregate of 10,910 shares of Class A Common Stock, each in open market transactions at prices ranging from $1.78 to $1.92 per share (a weighted-average price of $1.81 per share).

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b).    The following information with respect to the ownership of the Class A Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of September 15, 2022:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2022