Paul F. Jacobson - Oct 16, 2023 Form 4 Insider Report for Thorne Healthtech, Inc. (THRN)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Kim Pearson, under power of attorney
Stock symbol
THRN
Transactions as of
Oct 16, 2023
Transactions value $
$0
Form type
4
Date filed
10/18/2023, 04:57 PM
Previous filing
Jul 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction THRN Common Stock Disposed to Issuer -2.11M -100% 0 Oct 16, 2023 Direct F1
transaction THRN Common Stock Disposed to Issuer -220K -100% 0 Oct 16, 2023 See Footnote F2, F3
transaction THRN Common Stock Disposed to Issuer -1.6M -100% 0 Oct 16, 2023 See Footnote F2, F4

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 Employee Stock Option (Right to buy) Disposed to Issuer $0 -208K -100% $0.00* 0 Oct 16, 2023 Common Stock 208K $1.35 Direct F5
transaction THRN Employee Stock Option (Right to buy) Disposed to Issuer $0 -245K -100% $0.00* 0 Oct 16, 2023 Common Stock 245K $4.49 Direct F5
transaction THRN Employee Stock Option (Right to buy) Disposed to Issuer $0 -245K -100% $0.00* 0 Oct 16, 2023 Common Stock 245K $6.74 Direct F5
transaction THRN Employee Stock Option (Right to buy) Disposed to Issuer $0 -1.28M -100% $0.00* 0 Oct 16, 2023 Common Stock 1.28M $5.12 Direct F5
transaction THRN Employee Stock Option (Right to buy) Disposed to Issuer $0 -36K -100% $0.00* 0 Oct 16, 2023 Common Stock 36K $14.46 Direct F5
transaction THRN Warrant (Right to buy) Disposed to Issuer $0 -2.53M -100% $0.00* 0 Oct 16, 2023 Common Stock 2.53M $6.74 See Footnote F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul F. Jacobson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Certain of these shares are represented by previously reported restricted stock units ("RSUs"). At the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger between the Issuer, Healthspan Buyer, LLC and Healthspan Merger Sub, Inc., dated as of August 27, 2023 (the "Merger Agreement"), (i) each issued and outstanding RSU was cancelled and converted into the right to receive an amount equal to $10.20 in cash (the "Per Share Price"), subject to the terms set forth in the Merger Agreement, and (ii) each issued and outstanding share of the Issuer's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.
F2 Pursuant to the Merger Agreement, at the Effective Time each issued and outstanding share of the Issuer's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Per Share Price.
F3 These shares are held by a family trust, of which the Reporting Person serves as trustee.
F4 These securities are held by Diversified Natural Products, Inc., over which the Reporting Person has voting and dispositive power.
F5 At the Effective Time, the option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Per Share Price and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.
F6 At the Effective Time, the warrant was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Per Share Price and the per share exercise price of the warrant, multiplied by (y) the number of disposed warrant shares.