Kirin Holdings Company, Limited (KNBWF) Form 4 Change in insider ownership

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^*

Kirin Holdings Company, Ltd /FI

(Last) (First) (Middle)

NAKANO CENTRAL PARK SOUTH,

4-10-2 NAKANO, NAKANO-KU

(Street)

TOKYO M0 164-0001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Thorne Healthtech, Inc. [ THRN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2023

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	10/12/2023		U		15,674,235(1)	D	$10.2	0	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
Warrants (right to buy)	$5.12	10/12/2023		X			56,515	10/11/2018	10/11/2028	Common Stock	56,515	(2)	0	D

Explanation of Responses:

1. Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 27, 2023 (the "Merger Agreement"), by and among the Issuer, Healthspan Buyer, LLC, a Delaware limited liability company ("Parent"), and Healthspan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( "Purchaser"), which contemplates the a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $10.20 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger between the Issuer and Purchaser.

2. Pursuant to the Merger Agreement, each warrant which had a per share exercise price that was less than the Offer Price that was then outstanding and unexercised as of immediately before the Effective Time (as defined in the Merger Agreement) was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (i) the Offer Price (less the exercise price per share attributable to such warrant) multiplied by (ii) the total number of shares of Issuer common stock issuable upon exercise in full of such warrant.

	/s/ Takeshi Minakata, Director, Senior Executive Officer	10/16/2023
	** Signature of Reporting Person	Date
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