Statement of Changes in Beneficial Ownership (4)
03 11월 2022 - 8:50AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
*
5AM Partners IV, LLC |
2. Issuer Name and Ticker or Trading Symbol
Pear Therapeutics, Inc.
[
PEAR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
501 2ND STREET, SUITE 350 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/31/2022 |
(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 10/31/2022 | | S | | 40477 | D | $2.78 (1) | 12949122 | I | By 5AM Ventures IV, L.P. (2) |
Class A Common Stock | 10/31/2022 | | S | | 1687 | D | $2.78 (1) | 539548 | I | By 5AM Co-Investors IV, L.P. (3) |
Class A Common Stock | 11/1/2022 | | S | | 1408 | D | $2.80 | 12947714 | I | By 5AM Ventures IV, L.P. (2) |
Class A Common Stock | 11/1/2022 | | S | | 59 | D | $2.80 | 539489 | I | By 5AM Co-Investors IV, L.P. (3) |
Class A Common Stock | 11/2/2022 | | S | | 10155 | D | $2.72 (4) | 12937559 | I | By 5AM Ventures IV, L.P. |
Class A Common Stock | 11/2/2022 | | S | | 423 | D | $2.72 (4) | 539066 | I | By 5AM Co-Investors IV, L.P. |
Class A Common Stock | | | | | | | | 3372769 | I | By 5AM Opportunities I, L.P. (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.75 to $2.86 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(2) | The shares are directly held by 5AM Ventures IV, L.P. ("Ventures IV"). 5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners IV and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures IV. Each of Partners IV, Dr. Diekman, Dr. Rocklage and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. |
(3) | The shares are directly held by 5AM Co-Investors IV, L.P. ("Co-Investors IV"). Partners IV is the sole general partner of Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are the managing members of Partners IV and may be deemed to have shared voting and investment power over the shares beneficially owned by Co-Investors IV. Each of Partners IV, Dr. Diekman, Dr. Rocklage and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.70 to $2.76 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | Shares are held by 5AM Opportunities I, L.P. ("Opportunities"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab is a managing member of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP and Mr. Schwab disclaims beneficial ownership of the shares of Common Stock held by Opportunities, except to the extent of its or his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
5AM Partners IV, LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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5AM Ventures IV, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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5AM Co-Investors IV, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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5AM Opportunities I (GP), LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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5AM Opportunities I, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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DIEKMAN JOHN D 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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ROCKLAGE SCOTT M 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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Schwab Andrew J. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA 94107 |
| X |
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Signatures
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5AM Partners IV, LLC, By /s/ Scott M. Rocklage, Managing Member | | 11/2/2022 |
**Signature of Reporting Person | Date |
5AM Ventures IV, L.P., By: 5AM Partners IV, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member | | 11/2/2022 |
**Signature of Reporting Person | Date |
5AM Co-Investors IV, LP, By: 5AM Partners IV, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member | | 11/2/2022 |
**Signature of Reporting Person | Date |
5AM Opportunities I (GP), LLC, By /s/ Andrew J. Schwab, Managing Member | | 11/2/2022 |
**Signature of Reporting Person | Date |
5AM Opportunities I, L.P., By: 5AM Opportunities I(GP),LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member | | 11/2/2022 |
**Signature of Reporting Person | Date |
/s/ John D. Diekman | | 11/2/2022 |
**Signature of Reporting Person | Date |
/s/ Scott M. Rocklage | | 11/2/2022 |
**Signature of Reporting Person | Date |
/s/ Andrew J. Schwab | | 11/2/2022 |
**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 control number. |
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