Kirin Holdings Company, Limited (KNBWF) Form 3 Thorne Healthtech / Holdings Company, Ltd /FI Kirin 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^*

Kirin Holdings Company, Ltd /FI

(Last) (First) (Middle)

NAKANO CENTRAL PARK SOUTH, 4-10-2 NAKANO

(Street)

NAKANO-KU, TOKYO M0 164-0001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2021

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

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

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

5. 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 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)
Class A Common Stock(1)	2,168,485	D

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
Series E Convertible Preferred Stock	(2)	(2)	Common Stock(1)	13,505,750	(2)	D
Warrant	(3)	10/10/2028	Common Stock(1)	56,515	5.1237	D

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Common Stock, the Class A Common Stock shall be re-named Common Stock.

2. The Series E Convertible Preferred Stock is convertible into Common Stock on a 1 for 1 basis and shall be automatically converted into shares of Common Stock at the then effective conversion price upon the closing of the Issuer's initial public offering.

3. All of the shares subject to the warrant are fully vested and exercisable of the date hereof.

Remarks:

	/s/ Toru Yoshimura	09/22/2021
	** 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 5 (b)(v).
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