| 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) 02/16/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 8,157,565(1) | D | ||||||||
| Class A Common Stock | 1,685,913 | I | by The Corey M. McCann Irrevocable Trust of 2021(2)(3) | |||||||
| Class A Common Stock | 986,517 | I | by The McCann Family Trust(2)(4) | |||||||
| 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) | $4.06 | 02/16/2022 | A | 210,080 | (5) | 02/16/2032 | Common Stock | 210,080 | $0 | 210,080 | D | ||||
| Restricted Stock Units | (6) | 02/16/2022 | A | 266,667 | (7) | (7) | Common Stock | 266,667 | $0 | 266,667 | D | ||||
| Explanation of Responses: |
| 1. Updated to correct error in prior Form 4 filing. |
| 2. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to these shares, except to the extent of his pecuniary interest therein. |
| 3. Shares held in The Corey M. McCann Irrevocable Trust of 2021. The trustee of The Corey M. McCann Irrevocable Trust of 2021 is Mia E. Moll. |
| 4. Shares held in The McCann Family Trust. The trustee of The McCann Family Trust is Concord Trust Company. |
| 5. 25% of the shares underlying the option shall vest on January 14, 2023 and an additional 2.0833 and 1/3% of the shares shall vest on the last day of each calendar month thereafter. |
| 6. Each restricted stock unit represents a contingent right to receive one share of PEAR common stock. |
| 7. The restricted stock units shall vest and settle as to 33% of the shares on January 14, 2023, 33% of the shares on January 14, 2024 and the final 34% on January 14, 2025. |
| /s/ Stacie S. Aarestad, Attorney-in-Fact | 02/18/2022 | |
| ** 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. | ||
