Kirin Holdings Company, Ltd /FI - Oct 12, 2023 Form 4 Insider Report for Thorne Healthtech, Inc. (THRN)

Role: 10%+ Owner
Signature: /s/ Takeshi Minakata, Director, Senior Executive Officer
Stock symbol: THRN
Transactions as of: Oct 12, 2023
Transactions value $: -$159,877,197
Form type: 4
Date filed: 10/17/2023, 02:57 PM
Previous filing: Sep 29, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	THRN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$160M	-15.7M	-100%	$10.20	0	Oct 12, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	THRN	Warrants (right to buy)	Exercise of in-the-money or at-the-money derivative security		-56.5K	-100%		0	Oct 12, 2023	Common Stock	56.5K	$5.12	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kirin Holdings Company, Ltd /FI is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 27, 2023 (the "Merger Agreement"), by and among the Issuer, Healthspan Buyer, LLC, a Delaware limited liability company ("Parent"), and Healthspan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( "Purchaser"), which contemplates the a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $10.20 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger between the Issuer and Purchaser.
F2	Pursuant to the Merger Agreement, each warrant which had a per share exercise price that was less than the Offer Price that was then outstanding and unexercised as of immediately before the Effective Time (as defined in the Merger Agreement) was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (i) the Offer Price (less the exercise price per share attributable to such warrant) multiplied by (ii) the total number of shares of Issuer common stock issuable upon exercise in full of such warrant.

Content

Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 27, 2023 (the "Merger Agreement"), by and among the Issuer, Healthspan Buyer, LLC, a Delaware limited liability company ("Parent"), and Healthspan Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( "Purchaser"), which contemplates the a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $10.20 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger between the Issuer and Purchaser.

Pursuant to the Merger Agreement, each warrant which had a per share exercise price that was less than the Offer Price that was then outstanding and unexercised as of immediately before the Effective Time (as defined in the Merger Agreement) was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (i) the Offer Price (less the exercise price per share attributable to such warrant) multiplied by (ii) the total number of shares of Issuer common stock issuable upon exercise in full of such warrant.