Statement of Changes in Beneficial Ownership (4)
April 07 2022 - 4:17PM
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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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
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Apeiron Investment Group Ltd. |
2. Issuer Name and Ticker or Trading Symbol
ATAI Life Sciences N.V.
[
ATAI
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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)
66 & 67, BEATRICE, AMERY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/6/2022 |
(Street)
SLIEMA, O1 SLM1707
(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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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 |
Call Option (right to purchase) | $10.103 | 4/6/2022 | | P | | 1000000 | | 3/31/2025 | 3/31/2025 | Common Shares | 1000000 (1) | $0.9598 | 1000000 | I | By Apeiron Investment Group Ltd. |
Explanation of Responses: |
(1) | On April 6, 2022, Apeiron Investment Group Ltd. ("Apeiron") finalized a capped call option transaction pursuant to which it shall have the right to purchase 1,000,000 Common Shares on March 31, 2025 at a price per share of $10.1030. In the event the trading price of the Common Shares exceeds $17.1751 on March 31, 2025, however, the number of shares that Apeiron shall be entitled to purchase pursuant to the option transaction shall be reduced proportionately to the amount by which such trading price exceeds $17.1751. Apeiron may also elect to settle the option transaction in cash in certain circumstances. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Apeiron Investment Group Ltd. 66 & 67, BEATRICE, AMERY STREET SLIEMA, O1 SLM1707 |
| X |
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Angermayer Christian 66 & 67, BEATRICE, AMERY STREET SLIEMA, O1 SLM1707 |
| X |
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Signatures
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Apeiron Investment Group Ltd. By: /s/ Julien Hofer, Director | | 4/7/2022 |
**Signature of Reporting Person | Date |
/s/ Christian Angermayer | | 4/7/2022 |
**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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