Amended Statement of Changes in Beneficial Ownership (4/a)
June 06 2022 - 4:11PM
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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Vallone Carol A |
2. Issuer Name and Ticker or Trading Symbol
Mind Medicine (MindMed) Inc.
[
MNMD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MIND MEDICINE (MINDMED), INC., ONE WORLD TRADE CENTER, SUITE 8500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2022 |
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(Street)
NEWYORK, NY 10007
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
6/3/2022 |
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 | 6/1/2022 | | A(1) | | 43104 | A | $0.00 | 43104 | 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) | $0.60 (2) | 6/1/2022 | | A | | 133744 | | (3) | 5/31/2027 | Subordinate Voting Shares | 133744 | $0.00 | 161587 | D | |
| Director's Deferred Share Units | (4) | 6/1/2022 | | A | | 98198 | | (4) | (4) | Subordinate Voting Shares | (4) | (4) | 126041 | D | |
| Director's Deferred Share Units | (5) | 6/1/2022 | | A | | 774673 | | (5) | (5) | Subordinate Voting Shares | (5) | (5) | 802516 | D | |
| Director's Deferred Share Units | (6) | 6/1/2022 | | A | | 34353 | | (6) | (6) | Subordinate Voting Shares | (6) | (6) | 62196 | D | |
| Explanation of Responses: |
| (1) | These shares represent restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one subordinate voting share of the Issuer. Of these RSUs, 8/12ths of the RSUs vested and became exercisable on June 1, 2022, with the remaining 4/12ths of the total RSUs vesting on September 30, 2022, subject to the Reporting Person providing continuous service to the Issuer on such vesting date. |
| (2) | The option grant has an exercise price of $0.75 Canadian Dollars. This represents the exercise price in United States Dollars. |
| (3) | 8/12ths of the shares underlying the options vested and became exercisable on June 1, 2022; the remaining shares underlying the option shall vest and become exercisable with 1/12th of the total shares vesting on each of June 30, 2022, July 31, 2022, August 31, 2022 and September 30, 2022, subject to the Reporting Person providing continuous service to the Issuer on each such vesting date. |
| (4) | Represents Directors' Deferred Share Units ("DDSUs") granted pursuant to the Issuer's Directors' Deferred Share Unit Plan (the "Plan"), effective April 16, 2021. Of these DDSUs, 1/3rd vested on June 1, 2022 and the remaining 2/3rds vest in equal installments on June 30, 2022, July 31, 2022, August 31, 2022 and September 30, 2022. The DDSUs are to be settled in cash upon the termination of the Reporting Persons' directorship (each DDSU representing the right to receive the cash equivalent of the fair market value of one Subordinate Voting Share). Pursuant to the Plan, the fair market value of a Subordinate Voting Share is equal to the volume weighted average trading price of a Subordinate Voting Share on the NEO exchange for the five business days immediately preceding the DDSUs vesting date. The DDSUs granted expire no later than 90 days after the Reporting Person's termination date or such other reasonable time as may be determined by the Administrators (defined in the Plan). |
| (5) | Represents Directors' Deferred Share Units ("DDSUs") granted pursuant to the Issuer's Directors' Deferred Share Unit Plan (the "Plan"), effective as of April 16, 2021. The DDSUs vest in equal monthly installments over 36 months beginning on June 1, 2022. The DDSUs acquired are to be settled in cash upon the termination of the Reporting Persons' directorship (with each DDSU representing the right to receive the cash equivalent of the fair market value of one Subordinate Voting Share). Pursuant to the Plan, the fair market value of a Subordinate Voting Share is equal to the volume weighted average trading price of a Subordinate Voting Share on the NEO exchange for the five business days immediately preceding the DDSUs vesting date. The DDSUs granted will expire no later than 90 days after the Reporting Person's termination date or such other reasonable time as may be determined by the Administrators (as defined in the Plan). |
| (6) | Represents Directors' Deferred Share Units ("DDSUs") granted pursuant to the Issuer's Directors' Deferred Share Unit Plan (the "Plan"), effective April 16, 2021. Of these DDSUs, 2/3rds vested on June 1, 2022 and the remaining 1/3rd vests in equal installments on June 30, 2022, July 31, 2022, August 31, 2022 and September 30, 2022. The DDSUs are to be settled in cash upon the termination of the Reporting Persons' directorship (each DDSU representing the right to receive the cash equivalent of the fair market value of one Subordinate Voting Share). Pursuant to the Plan, the fair market value of a Subordinate Voting Share is equal to the volume weighted average trading price of a Subordinate Voting Share on the NEO exchange for the five business days immediately preceding the DDSUs vesting date. The DDSUs granted expire no later than 90 days after the Reporting Person's termination date or such other reasonable time as may be determined by the Administrators (defined in the Plan). |
Remarks:
Explanatory Note: This Amendment on Form 4/A is being filed to amend the Form 4 filed on June 3, 2022 solely to update the Expiration Date of the Stock Option in Table 2. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Vallone Carol A
C/O MIND MEDICINE (MINDMED), INC.
ONE WORLD TRADE CENTER, SUITE 8500
NEWYORK, NY 10007 | X |
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Signatures
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| /s/ Robert Barrow, Attorney-in-Fact | | 6/6/2022 |
| **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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