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4//SEC Filing

MITSUI & CO LTD 4

Accession 0001209191-23-052958

CIK 0001844280other

Filed

Oct 16, 8:00 PM ET

Accepted

Oct 17, 4:15 PM ET

Size

8.5 KB

Accession

0001209191-23-052958

Insider Transaction Report

Form 4
Period: 2023-10-16
Transactions
  • Other

    Class A Common Stock Warrant (Right to buy)

    2023-10-1656,5150 total
    Exercise: $5.12Common Stock (56,515 underlying)
  • Disposition from Tender

    Common Stock

    2023-10-1615,674,2350 total
Footnotes (2)
  • [F1]This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27, 2023, by and among Thorne HealthTech, Inc. (the "Issuer"), Healthspan Buyer, LLC, and Healthspan Merger Sub, Inc. ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of October 16, 2023 (the "Effective Time"). At the Effective Time, each outstanding share of Company Common Stock was cancelled and converted into the right to receive $10.20 in cash (the "Offer Price"), without interest and subject to applicable withholding taxes.
  • [F2]Pursuant to the Merger Agreement, at the Effective Time, each Class A Common Stock Warrant ("Company Warrant") held by the Reporting Person was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (A) the amount of the Offer Price (less the exercise price per share attributable to such Company Warrant) multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Warrant, subject to applicable withholding taxes.

Issuer

Thorne Healthtech, Inc.

CIK 0001844280

Entity typeother

Related Parties

1
  • filerCIK 0000067099

Filing Metadata

Form type
4
Filed
Oct 16, 8:00 PM ET
Accepted
Oct 17, 4:15 PM ET
Size
8.5 KB