Initial Statement of Beneficial Ownership (3)
19 Maggio 2023 - 11:37PM
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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OMB APPROVAL
OMB Number:
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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Johnson Anne Nagengast |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/10/2023
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3. Issuer Name and Ticker or Trading Symbol
ATAI Life Sciences N.V. [ATAI]
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(Last)
(First)
(Middle)
WALLSTRASSE 16 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Accounting Officer / |
(Street)
BERLIN, 2M 10179
(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) |
Common Shares | 1000 | 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 | (1) | 8/20/2025 | Common Shares | 326416 | $5.68 | D | |
Stock Option | (2) | 8/20/2025 | Common Shares | 115152 | $11.71 | D | |
Stock Option | (3) | 2/11/2032 | Common Shares | 200000 | $5.54 | D | |
Stock Option | (4) | 10/21/2032 | Common Shares | 71620 | $2.86 | D | |
Stock Option | (5) | 3/14/2033 | Common Shares | 500000 | $1.18 | D | |
Restricted Stock Unit | (6) | (6) | Common Shares | 200000 | $0.00 | D | |
Explanation of Responses: |
(1) | This stock option was granted prior to atai Life Sciences N.V.'s (the "Company") June 2021 initial public offering ("IPO") and is subject to accelerated vesting upon a change in control or in the event the Reporting Person's service with the Company is terminated due to death or disability. The stock option vested as to 50% of the underlying shares on January 20, 2022 and the remaining underlying shares vest in 24 substantially equal monthly installments thereafter. |
(2) | This stock option was granted prior the Company's IPO and is subject to accelerated vesting upon a change in control or in the event the Reporting Person's service with the Company is terminated due to death or disability. The stock option vested as to 25% of the underlying shares on April 29, 2022, and the remaining underlying shares vest in 36 substantially equal monthly installments thereafter. |
(3) | The stock option vested as to 25% of the underlying shares on January 1, 2023, and the remaining underlying shares vest in 36 substantially equal monthly installments thereafter. |
(4) | The stock option vests as to 25% of the underlying shares on September 1, 2023, and in 36 substantially equal monthly installments thereafter. |
(5) | The stock option vests as to 25% of the underlying shares on March 14, 2024, and in 36 substantially equal monthly installments thereafter. |
(6) | Each restricted stock unit represents a contingent right to receive one common share of the Company upon vesting and settlement. 50% of the restricted stock units will vest on the first anniversary of the grant date and 50% will vest on the second anniversary of the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Johnson Anne Nagengast WALLSTRASSE 16 BERLIN, 2M 10179 |
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| Chief Accounting Officer |
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Signatures
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/s/ Ryan Barrett, Attorney-in-fact | | 5/19/2023 |
**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 5(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. |
Grafico Azioni ATAI Life Sciences NV (NASDAQ:ATAI)
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