Social Capital Suvretta Holdings Corp. I

08/19/2022 | Press release | Distributed by Public on 08/19/2022 17:20

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 *
Martucci Walter Edward II
2. Date of Event Requiring Statement (Month/Day/Year)
2022-08-19 		3. Issuer Name and Ticker or Trading Symbol
Akili, Inc. [AKLI]
(Last) (First) (Middle)
C/O AKILI, INC. , 125 BROAD STREET, FIFTH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chief Executive Officer /
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
BOSTON MA 02110
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martucci Walter Edward II
C/O AKILI, INC.
125 BROAD STREET, FIFTH FLOOR
BOSTON, MA02110 		X
Chief Executive Officer

Signatures

/s/ Jacqueline Studer, attorney-in-fact 2022-08-19
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) The shares underlying this option are fully vested and exercisable as of the date hereof.
(2) 12.5% of the shares underlying this option vested and became exercisable on April 2, 2019, with an additional 12.5% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date.
(3) 25% of the shares underlying this option vested and became exercisable on March 15, 2020, with an additional 12.5% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date.
(4) 16.67% of the shares underlying this option vested and became exercisable on November 18, 2020, with an additional 16.67% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date.
(5) The shares underlying this option shall vest and become exercisable in forty-eight (48) equal monthly installments following June 25, 2021, subject to the reporting person's continued service on each such vesting date.
(6) 50% of the shares underlying this option vested and became exercisable on January 19, 2022, with an additional 2.08% vesting at the end of each one (1) month period, subject to the reporting person's continued service on each such vesting date.
(7) Each Earnout Share represents a contingent right to receive one share of the Issuer's Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.