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
|
|
OMB APPROVAL
|
|
OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
1. Name and Address of Reporting Person *
|
|
LJ10 LLC
|
|
2. Date of Event Requiring Statement (Month/Day/Year)
2021-12-06
|
3. Issuer Name and Ticker or Trading Symbol
Pear Therapeutics, Inc. [PEAR]
|
|
(Last)
|
(First)
|
(Middle)
|
|
C/O PRITZKER VLOCK FAMILY OFFICE , 195 CHURCH STREET, 15TH FLOOR
|
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
_____ Director
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
5. If Amendment, Date Original Filed(Month/Day/Year)
|
(Street)
|
|
NEW HAVEN
|
CT
|
06510
|
|
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
|
|
|
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
|
LJ10 LLC
C/O PRITZKER VLOCK FAMILY OFFICE
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN, CT06510
|
|
X
|
|
|
KLP SPAC 1 LLC
C/O PRITZKER VLOCK FAMILY OFFICE
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN, CT06510
|
|
X
|
|
|
Signatures
|
LJ10 LLC, By: /s/ Elon S. Boms, as Manager
|
2021-12-08
|
|
**Signature of Reporting Person
|
Date
|
|
KLP SPAC 1 LLC, By: /s/ Elon S. Boms, as Manager
|
2021-12-08
|
|
**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)
|
Represents 6,540,000 shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer held by LJ10 LLC (the "Sponsor"). Elon S. Boms and two other managers are the three managers of the Sponsor's board of managers. Any action by the Sponsor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Sponsor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Sponsor.
|
|
(2)
|
Represents 6,387,026 shares of Common Stock held by KLP SPAC 1 LLC (the "Anchor Investor"). The Anchor Investor purchased these shares in a private placement on December 3, 2021. Elon S. Boms and two other managers are the three managers of the Anchor Investor's board of managers. Any action by the Anchor Investor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Anchor Investor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Anchor Investor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Anchor Investor.
|
|
(3)
|
The Anchor Investor and the Sponsor may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, comprised of the Anchor Investor and the Sponsor.
|
|
(4)
|
The private placement warrants were purchased by the Sponsor in connection with the Issuer's initial public offering on February 1, 2021. Each private placement warrant is exercisable to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, beginning on February 4, 2022 (the date that is within 60 days of December 6, 2021), and expires on December 3, 2026 or earlier upon redemption or liquidation.
|
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.
