Initial Statement of Beneficial Ownership (3)
January 13 2022 - 6:26PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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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Wernli Miri Halperin |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2022
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3. Issuer Name and Ticker or Trading Symbol
Mind Medicine (MindMed) Inc. [MNMD]
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(Last)
(First)
(Middle)
C/O MIND MEDICINE (MINDMED), INC., ONE WORLD TRADE CENTER, SUITE 8500 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Executive President / |
(Street)
NEW YORK, NY 10007
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
Subordinate Voting Shares | 675000 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
Stock Option (Right to Buy) | (2) | 8/13/2024 | Subordinate Voting Shares | 2250000 | $0.34 (3) | D | |
Stock Option (Right to Buy) | (4) | 2/27/2025 | Subordinate Voting Shares | 750000 | $0.26 (5) | D | |
Stock Option (Right to Buy) | (6) | 4/16/2026 | Subordinate Voting Shares | 682500 | $2.42 (7) | D | |
Explanation of Responses: |
(1) | 525,000 of these shares are represented by restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one Subordinate Voting Share of the Issuer. The RSUs shall vest as to 25% on February 27, 2021 and the remainder shall vest in 36 equal monthly installments beginning on March 27, 2021, subject to the Reporting Person providing continuous service to the Issuer on each such foregoing date. |
(2) | 25% of the shares underlying the option vested and became exercisable on August 13, 2021; the remaining shares underlying the option vest and become exercisable in 36 equal monthly installments beginning on September 13, 2021, subject to the Reporting Person providing continuous service to the Issuer on each such date. |
(3) | The option grant has an exercise price of $0.43 Canadian Dollars. This represents the exercise price in United States Dollars. |
(4) | The shares underlying the option vest and become exercisable in 36 equal monthly installments beginning on March 27, 2021, subject to the Reporting Person providing continuous service to the Issuer on each such date. |
(5) | The option grant has an exercise price of $0.33 Canadian Dollars. This represents the exercise price in United States Dollars. |
(6) | 25% of the shares underlying the option shall vest and become exercisable on July 15, 2022; the remaining shares underlying the option shall vest and become exercisable in 36 equal monthly installments beginning on August 15, 2022, subject to the Reporting Person providing continuous service to the Issuer on each such date. |
(7) | The option grant has an exercise price of $3.08 Canadian Dollars. This represents the exercise price in United States Dollars. |
Remarks: Exhibit List - Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wernli Miri Halperin C/O MIND MEDICINE (MINDMED), INC. ONE WORLD TRADE CENTER, SUITE 8500 NEW YORK, NY 10007 | X |
| Executive President |
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Signatures
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/s/ Robert Barrow, Attorney-in-Fact | | 1/13/2022 |
**Signature of Reporting Person | Date |
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