Sec Form 4 Filing - McCamy William C. @ Thorne Healthtech, Inc. - 2023-10-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
McCamy William C.
2. Issuer Name and Ticker or Trading Symbol
Thorne Healthtech, Inc. [ THRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
C/O THORNE HEALTHTECH, INC., 152 W. 57TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/16/2023
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/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 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
Common Stock 10/16/2023 D 589,804 ( 1 ) D 0 D
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
Employee Stock Option (Right to buy) $ 1.1573 10/16/2023 D 156,640 ( 2 ) 02/13/2024 Common Stock 156,640 $ 0 0 D
Employee Stock Option (Right to buy) $ 1.1573 10/16/2023 D 17,355 ( 2 ) 02/13/2024 Common Stock 17,355 $ 0 0 D
Employee Stock Option (Right to buy) $ 1.1573 10/16/2023 D 31,150 ( 2 ) 02/13/2024 Common Stock 31,150 $ 0 0 D
Employee Stock Option (Right to buy) $ 1.1573 10/16/2023 D 39,605 ( 2 ) 02/13/2024 Common Stock 39,605 $ 0 0 D
Employee Stock Option (Right to buy) $ 1.3483 10/16/2023 D 89,000 ( 2 ) 02/12/2025 Common Stock 89,000 $ 0 0 D
Employee Stock Option (Right to buy) $ 4.4944 10/16/2023 D 178,000 ( 2 ) 02/12/2025 Common Stock 178,000 $ 0 0 D
Employee Stock Option (Right to buy) $ 6.7416 10/16/2023 D 186,900 ( 2 ) 02/12/2025 Common Stock 186,900 $ 0 0 D
Employee Stock Option (Right to buy) $ 5.1236 10/16/2023 D 639,910 ( 2 ) 10/10/2028 Common Stock 639,910 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCamy William C.
C/O THORNE HEALTHTECH, INC.
152 W. 57TH STREET
NEW YORK, NY10019
President
Signatures
/s/ Kim Pearson, under power of attorney 10/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.

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