Walter Edward Martucci II Form 3/A Akili / Walter Edward Martucci II ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Martucci Walter Edward II

(Last) (First) (Middle)

C/O AKILI, INC.

125 BROAD STREET, FIFTH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2022

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/19/2022

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earnout Shares	(1)	08/19/2027	Common Stock	7,536,461(2)(3)	(1)	D

Explanation of Responses:

1. Each Earnout Share represents a contingent right to receive one share of the Issuer's Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest.

2. This amendment is filed solely to specify that the amount reported in column 3 represents the maximum aggregate amount of Earnout Shares allocable to eligible former securityholders of Akili Interactive Labs, Inc. ("Akili Interactive"), collectively, who were common stock holders of Akili Interactive or who were designated eligible employees or individual service providers of Akili Interactive immediately prior to the consummation of the merger pursuant to the Agreement and Plan of Merger by and between the Issuer (f/k/a Social Capital Suvretta Holdings Corp. I), Karibu Merger Sub, Inc. and Akili Interactive dated as of January 26, 2022 (the "Merger Agreement").

3. (Continued from Footnote 2) As set forth in the Merger Agreement, former securityholders of Akili Interactive who are no longer securityholders of the Issuer or are no longer employees or individual service providers and do not hold any stock of the Issuer as of the time at which the Earnout Conditions are satisfied are deemed to have forfeited their allocation of Earnout Shares, with such forfeited shares becoming allocable to the remaining eligible earnout recipients under the Merger Agreement. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

Remarks:

	/s/ Jacqueline Studer, attorney-in-fact	12/13/2022
	** 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 5 (b)(v).
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