Thorne Healthtech (THRN) Form 4 Thorne Healthtech / William C. McCamy ownership change

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

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X

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^*

McCamy William C.

(Last) (First) (Middle)

C/O THORNE HEALTHTECH, INC.

152 W. 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Thorne Healthtech, Inc. [ THRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2023

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/16/2023		D		589,804(1)	D	(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	$1.1573	10/16/2023		D			156,640	(2)	02/13/2024	Common Stock	156,640	$0.00	0	D
Employee Stock Option (Right to buy)	$1.1573	10/16/2023		D			17,355	(2)	02/13/2024	Common Stock	17,355	$0.00	0	D
Employee Stock Option (Right to buy)	$1.1573	10/16/2023		D			31,150	(2)	02/13/2024	Common Stock	31,150	$0.00	0	D
Employee Stock Option (Right to buy)	$1.1573	10/16/2023		D			39,605	(2)	02/13/2024	Common Stock	39,605	$0.00	0	D
Employee Stock Option (Right to buy)	$1.3483	10/16/2023		D			89,000	(2)	02/12/2025	Common Stock	89,000	$0.00	0	D
Employee Stock Option (Right to buy)	$4.4944	10/16/2023		D			178,000	(2)	02/12/2025	Common Stock	178,000	$0.00	0	D
Employee Stock Option (Right to buy)	$6.7416	10/16/2023		D			186,900	(2)	02/12/2025	Common Stock	186,900	$0.00	0	D
Employee Stock Option (Right to buy)	$5.1236	10/16/2023		D			639,910	(2)	10/10/2028	Common Stock	639,910	$0.00	0	D

Explanation of Responses:

1. Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger between the Issuer, Healthspan Buyer, LLC and Healthspan Merger Sub, Inc., dated as of August 27, 2023 (the "Merger Agreement"), (i) each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $10.20 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement, and (ii) each issued and outstanding share of the Issuer's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.

2. At the Effective Time, the option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Per Share Price and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.

Remarks:

	/s/ Kim Pearson, under power of attorney	10/18/2023
	** Signature of Reporting Person	Date
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