Aaron Cowen Form 4 Akili / Kishan Mehta 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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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^*

SCS Sponsor I LLC

(Last) (First) (Middle)

C/O SC MASTER HOLDINGS, LLC

506 SANTA CRUZ AVENUE, SUITE 300

(Street)

MENLO PARK CA 94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2022

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

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

	Form filed by One Reporting Person
X	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	08/19/2022		M		6,220,000	A	$0.00	6,860,000	D(1)(2)
Common Stock	08/19/2022		J		6,860,000	D	$0.00	0	D(3)

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
Class B ordinary shares	(4)	08/19/2022		M			6,220,000	(4)	(4)	Class A ordinary shares	6,220,000	$0.00	0	D(1)(2)

1. Name and Address of Reporting Person^*

SCS Sponsor I LLC

(Last) (First) (Middle)

C/O SC MASTER HOLDINGS, LLC

506 SANTA CRUZ AVENUE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mehta Kishan

(Last) (First) (Middle)

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cowen Aaron

(Last) (First) (Middle)

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ChaChaCha DNA I, LLC

(Last) (First) (Middle)

C/O SC MASTER HOLDINGS, LLC

506 SANTA CRUZ AVENUE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The Class B ordinary shares, par value $0.0001 per share (each a "Class B ordinary share"), held by the reporting owner, SCS Sponsor I LLC (the "Sponsor"), converted to the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis upon the consummation of the business combination between the Issuer and Akili Interactive Labs, Inc. (the "Business Combination").

2. The Sponsor is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by SC SPAC Holdings LLC, the successor by merger to ChaChaCha DNA I, LLC ("SC SPAC Holdings"). Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Mehta and Cowen and SC SPAC Holdings may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be.

3. Represents the distribution for no consideration by the Sponsor of 6,860,000 shares of Common Stock to its members pro rata in accordance with their respective interests.

4. The Class B ordinary shares converted to Common Stock on a one-for-one basis upon the consummation of the Business Combination.

Remarks:

The inclusion of the securities in this report shall not be deemed an admission by the reporting person of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

	SCS SPONSOR I LLC and SC SPAC HOLDINGS LLC By: /s/ James Ryans, as Authorized Signatory AARON COWEN and KISHAN MEHTA By: /s/ James Ryans, as attorney-in-fact	08/23/2022
	** Signature of Reporting Person	Date
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