Akili (AKLI) Form 4 Akili / Matthew Franklin 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^*

Franklin Matthew

(Last) (First) (Middle)

C/O AKILI, INC.

71 COMMERCIAL ST, MAILBOX 312

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Akili, Inc. [ AKLI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2024

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, par value $0.0001	07/02/2024		U		7,657	D	(1)	33,000	D
Common Stock, par value $0.0001	07/02/2024		D		33,000	D	(2)(3)	0.00	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

Explanation of Responses:

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 Person or his affiliates was converted into the Offer Price.

2. Each Issuer restricted stock unit ("Issuer RSU") represents a contingent right to receive one Share.

3. Reflects disposition of time-based Issuer RSUs pursuant to the terms of the Merger Agreement. Each outstanding Issuer RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each Issuer RSU then outstanding was cancelled and converted into the right to receive a cash payment without interest, less any applicable tax withholding, equal to the Offer Price, all upon the terms and subject to the conditions as set forth in the Offer to Purchase, as amended, and in the related Letter of Transmittal.

Remarks:

	/s/ Jacqueline Studer, attorney-in-fact	07/02/2024
	** 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).
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