05/07/2024 | Press release | Distributed by Public on 05/07/2024 14:55
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||
|
1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Temasek Holdings (Private) Ltd 60B ORCHARD ROAD, #06-18 TOWER 2, THE ATRIUM@ORCHARD SINGAPORE, U0238891 |
|
|
|
|
TLS Beta Pte. Ltd. 60B ORCHARD ROAD, #06-18 TOWER 2, THE ATRIUM@ORCHARD SINGAPORE, U0238891 |
|
|
|
|
Temasek Life Sciences Private Ltd 60B ORCHARD ROAD, #06-18 TOWER 2, THE ATRIUM@ORCHARD SINGAPORE, U0238891 |
|
|
|
|
Fullerton Management Pte Ltd 60B ORCHARD ROAD, #06-18 TOWER 2, THE ATRIUM@ORCHARD SINGAPORE, U0238891 |
|
|
|
TLS Beta Pte. Ltd., By: /s/ Yap Zhi Liang, Director | 2024-07-05 |
**Signature of Reporting Person | Date |
Temasek Life Sciences Private Limited, By: /s/ Lim Siew Lee Sherlyn, Director | 2024-07-05 |
**Signature of Reporting Person | Date |
Fullerton Management Pte Ltd, By: /s/ Gregory Tan, Director | 2024-07-05 |
**Signature of Reporting Person | Date |
Temasek Holdings (Private) Limited, By: /s/ Jason Norman Lee, Authorized Signatory | 2024-07-05 |
**Signature of Reporting Person | Date |
(*) | 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). |
(1) | Reflects disposition of shares of common stock (each, a "Share") of the Issuer at a price per Share of $0.4340 (the "Offer Price") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2024, by and among the Issuer, Virtual Therapeutics Corporation, a Delaware corporation ("Parent") and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer, effective as of July 2, 2024 (the "Effective Time"), with the Issuer surviving the merger. As of the Effective Time, each Share held by the Reporting Persons was converted into the Offer Price. |
(2) | The securities reported herein were directly owned by TLS Beta Pte. Ltd. ("TLS Beta"), which is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited ("Temasek Life Sciences"). Temasek Life Sciences is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek Holdings"). Temasek Life Sciences, FMPL and Temasek Holdings may therefore be deemed to have had or shared beneficial ownership of the securities directly owned by TLS Beta. |
(3) | Represents shares of the Issuer's common stock deposited into an escrow account for the benefit of TLS Beta (the "Earnout Shares") pursuant to the Agreement and Plan of Merger, dated as of January 26, 2022, by and among Social Capital Suvretta Holdings Corp. I, Karibu Merger Sub, Inc., and Akili Interactive Labs, Inc. The Earnout Shares were cancelled for no consideration pursuant to the terms of the Merger Agreement. |