| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pear Therapeutics, Inc. [ PEAR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/03/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $1 | 12/03/2021 | A | 120,234 | (1) | 09/20/2028 | Common Stock | 120,234 | (2) | 120,234 | D | ||||
| Stock Option (Right to Buy) | $1.08 | 12/03/2021 | A | 44,171 | (3) | 03/14/2029 | Common Stock | 44,171 | (4) | 44,171 | D | ||||
| Stock Option (Right to Buy) | $1.09 | 12/03/2021 | A | 100,625 | (5) | 03/24/2030 | Common Stock | 100,625 | (6) | 100,625 | D | ||||
| Stock Option (Right to Buy) | $1.12 | 12/03/2021 | A | 54,926 | (7) | 06/23/2030 | Common Stock | 54,926 | (8) | 54,926 | D | ||||
| Stock Option (Right to Buy) | $1.12 | 12/03/2021 | A | 21,135 | (9) | 06/23/2030 | Common Stock | 21,135 | (10) | 21,135 | D | ||||
| Stock Option (Right to Buy) | $1.29 | 12/03/2021 | A | 58,896 | (11) | 01/26/2031 | Common Stock | 58,896 | (12) | 58,896 | D | ||||
| Explanation of Responses: |
| 1. 25% of the shares underlying the option vested or shall vest on July 16, 2019 and an additional 2.0833 and 1/3% of the shares vested or shall vest on the last day of each calendar month thereafter. |
| 2. Received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement") dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., Oz Merger Sub, Inc. and Pear Therapeutics (US), Inc. (f/k/a Pear Therapeutics, Inc.) ("Private Pear"), in exchange for an option to acquire 81,659 shares of common stock of Private Pear for $1.46 per share. |
| 3. 25% of the shares underlying the option vested or shall vest on March 14, 2020 and an additional 2.0833 and 1/3% of the shares vested or shall vest on the last day of each calendar month thereafter. |
| 4. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 30,000 shares of common stock of Private Pear for $1.58 per share. |
| 5. 25% of the shares underlying the option vested or shall vest on March 24, 2021 and an additional 2.0833 and 1/3% of the shares vested or shall vest on the last day of each calendar month thereafter. |
| 6. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 68,341 shares of common stock of Private Pear for $1.60 per share. |
| 7. 25% of the shares underlying the option vested or shall vest on June 23, 2021 and an additional 2.0833 and 1/3% of the shares vested or shall vest on the last day of each calendar month thereafter. |
| 8. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 37,304 shares of common stock of Private Pear for $1.64 per share. |
| 9. 25% of the shares underlying this option vested or shall vest on June 23, 2021 and an additional 2.0833 and 1/3% of the shares vested or shall vest on the last day of each calendar month thereafter. |
| 10. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 14,355 shares of common stock of Private Pear for $1.64 per share. |
| 11. 25% of the shares underlying the option vested or shall vest on January 26, 2022 and an additional 2.0833 and 1/3% of the shares vested or shall vest on the last day of each calendar month thereafter. |
| 12. Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 40,000 shares of common stock of Private Pear for $1.89 per share. |
| /s/ Stacie S. Aarestad, Attorney-in-Fact | 12/07/2021 | |
| ** 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 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). | ||
| 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. | ||
