Statement of Changes in Beneficial Ownership (4)
March 14 2022 - 6:12PM
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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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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Liao Carrie |
2. Issuer Name and Ticker or Trading Symbol
Mind Medicine (MindMed) Inc.
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MNMD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Controller&Acct Principal |
(Last)
(First)
(Middle)
C/O MIND MEDICINE (MINDMED), INC., ONE WORLD TRADE CENTER, SUITE 8500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2022 |
(Street)
NEW YORK, NY 10007
(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)
_X
_ Form filed by One Reporting Person
___ 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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Subordinate Voting Shares | 2/10/2022 | | A | | 403430 (1) | A | $0.00 | 403430 | 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. 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 |
Stock Option (Right to Buy) | $1.34 (2) | 2/10/2022 | | A | | 524450 | | (3) | 2/9/2027 | Subordinate Voting Shares | 524450 | $0.00 | 524450 | D | |
Explanation of Responses: |
(1) | Grant of 403,430 restricted stock units ("RSUs") on February 10, 2022. Each RSU represents a contingent right to receive one subordinate voting share of the Issuer. 25% of the RSUs will vest on October 21, 2022; the remaining RSUs granted will vest with 1/48th of the total shares vesting at the end of each month thereafter for the succeeding 36 months, subject to the Reporting Person providing continuous service to the Issuer on each such vesting date. |
(2) | The option grant has an exercise price of $1.71 Canadian Dollars. This represents the exercise price in United States Dollars. |
(3) | 25% of the shares underlying the option shall vest and become exercisable on October 21, 2022; the remaining shares underlying the option shall vest and become exercisable with 1/48th of the total shares vesting at the end of each month thereafter for the succeeding 36 months, subject to the Reporting Person providing continuous service to the Issuer on each such vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Liao Carrie C/O MIND MEDICINE (MINDMED), INC. ONE WORLD TRADE CENTER, SUITE 8500 NEW YORK, NY 10007 |
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| VP, Controller&Acct Principal |
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Signatures
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/s/ Robert Barrow, Attorney-in-Fact | | 3/14/2022 |
**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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