Sec Form 3 Filing - Temasek Holdings (Private) Ltd @ Pear Therapeutics, Inc. - 2021-12-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Temasek Holdings (Private) Ltd
2. Issuer Name and Ticker or Trading Symbol
Pear Therapeutics, Inc. [ PEAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
60B ORCHARD ROAD, #06-18, TOWER 2, THE ATRIUM@ORCHARD
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2021
(Street)
SINGAPORE, U0238891
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 26,803,573 I See footnotes( 1 )( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Temasek Holdings (Pri vate) Ltd
60B ORCHARD ROAD, #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
TLS Beta Pte. Ltd.
60B ORCHARD ROAD #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Temasek Life Sciences Private Ltd
60B ORCHARD ROAD #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Fullerton Management Pte Ltd
60B ORCHARD ROAD #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Elbrus Investments Pte. Ltd.
60B ORCHARD ROAD #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Signatures
TLS Beta Pte. Ltd., By: /s/ Fidah Alsagoff, Authorised Signatory 12/09/2021
Signature of Reporting Person Date
Temasek Life Sciences Private Limited, By: /s/ Lim Siew Lee Sherlyn, Director 12/09/2021
Signature of Reporting Person Date
Fullerton Management Pte Ltd, By: /s/ Gregory Tan, Director 12/09/2021
Signature of Reporting Person Date
Elbrus Investments Pte. Ltd., By: /s/ Fidah Alsagoff, Authorised Signatory 12/09/2021
Signature of Reporting Person Date
Temasek Holdings (Private) Limited, By: /s/ Jason Norman Lee, Authorised Signatory 12/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein consist of 24,903,573 shares of Class A Common Stock of Pear Therapeutics, Inc. (the "Company") directly held by TLS Beta Pte. Ltd and 1,900,000 shares of Class A Common Stock of the Company directly held by Elbrus Investments Pte. Ltd.
( 2 )Each of TLS Beta Pte. Ltd. and Elbrus Investments Pte. Ltd. is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited ("TLS"). TLS is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited. TLS, FMPL and Temasek Holdings (Private) Limited may therefore be deemed to have or share beneficial ownership of the securities held by each of TLS Beta Pte. Ltd. and Elbrus Investments Pte. Ltd. Each Reporting Owner disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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