Sec Form 4 Filing - SCS Sponsor I LLC @ Akili, Inc. - 2022-08-19

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
SCS Sponsor I LLC
2. Issuer Name and Ticker or Trading Symbol
Akili, Inc. [ AKLI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Director and 10% Owner
(Last) (First) (Middle)
C/O SC MASTER HOLDINGS, LLC, 506 SANTA CRUZ AVENUE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/19/2022
(Street)
MENLO PARK, CA94025
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
Common Stock 08/19/2022 M 6,220,000 A $ 0 6,860,000 D( 1 )( 2 )
Common Stock 08/19/2022 J 6,860,000 D $ 0 0 D( 3 )
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
Class B ordinary shares ( 4 ) 08/19/2022 M 6,220,000 ( 4 ) ( 4 ) Class A ordinary shares 6,220,000 $ 0 0 D( 1 )( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCS Sponsor I LLC
C/O SC MASTER HOLDINGS, LLC
506 SANTA CRUZ AVENUE, SUITE 300
MENLO PARK, CA94025
Former Director and 10% Owner
Mehta Kishan
540 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY10022
Former Director and 10% Owner
Cowen Aaron
540 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY10022
Former Director and 10% Owner
ChaChaCha DNA I, LLC
C/O SC MASTER HOLDINGS, LLC
506 SANTA CRUZ AVENUE, SUITE 300
MENLO PARK, CA94025
Former Director and 10% Owner
Signatures
SCS SPONSOR I LLC and SC SPAC HOLDINGS LLCBy: /s/ James Ryans, as Authorized SignatoryAARON COWEN and KISHAN MEHTABy: /s/ James Ryans, as attorney-in-fact 08/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B ordinary shares, par value $0.0001 per share (each a "Class B ordinary share"), held by the reporting owner, SCS Sponsor I LLC (the "Sponsor"), converted to the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis upon the consummation of the business combination between the Issuer and Akili Interactive Labs, Inc. (the "Business Combination").
( 2 )The Sponsor is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by SC SPAC Holdings LLC, the successor by merger to ChaChaCha DNA I, LLC ("SC SPAC Holdings"). Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Mehta and Cowen and SC SPAC Holdings may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be.
( 3 )Represents the distribution for no consideration by the Sponsor of 6,860,000 shares of Common Stock to its members pro rata in accordance with their respective interests.
( 4 )The Class B ordinary shares converted to Common Stock on a one-for-one basis upon the consummation of the Business Combination.

Remarks:
The inclusion of the securities in this report shall not be deemed an admission by the reporting person of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

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