SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/22/2021 | 3. Issuer Name and Ticker or Trading Symbol Thorne Healthtech, Inc. [ THRN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class B Common Stock(1) | 33,820 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (Right to buy) | (2) | 09/12/2023 | Class A Common Stock(3) | 19,580 | 1.1573 | D | |
Employee Stock Option (Right to buy) | (2) | 09/12/2023 | Class A Common Stock(3) | 1,335 | 1.1573 | D | |
Employee Stock Option (Right to buy) | (2) | 09/12/2023 | Class A Common Stock(3) | 2,670 | 1.1573 | D | |
Employee Stock Option (Right to buy) | (4) | 09/12/2023 | Class A Common Stock(3) | 3,115 | 1.1573 | D | |
Employee Stock Option (Right to buy) | (2) | 02/12/2025 | Class A Common Stock(3) | 64,080 | 1.3483 | D | |
Employee Stock Option (Right to buy) | (2) | 02/12/2025 | Class A Common Stock(3) | 44,500 | 4.4944 | D | |
Employee Stock Option (Right to buy) | (2) | 02/12/2025 | Class A Common Stock(3) | 44,500 | 6.7416 | D | |
Employee Stock Option (Right to buy) | (5) | 10/10/2028 | Class A Common Stock(3) | 478,820 | 5.1236 | D | |
Employee Stock Option (Right to buy) | (2) | 10/15/2025 | Class B Common Stock(1) | 1,335 | 14.4584 | D |
Explanation of Responses: |
1. Each share of Class B Common Stock shall be converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock (the "IPO"). |
2. All of the shares subject to the option are fully vested and exercisable as of the date hereof. |
3. Immediately prior to the completion of the IPO, the Class A Common Stock shall be re-named Common Stock. |
4. 100% of the shares subject to the option vest upon exercise in full of a warrant held by Diversified Natural Products, Inc., subject to the Reporting Person continuing as a service provider through such date of exercise. |
5. One-fourth of the shares subject to the option vested on October 10, 2019 and one-fourth of the shares subject to the option vest on each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
Remarks: |
/s/ Scott Wheeler | 09/22/2021 | |
** 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 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). | ||
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. |