PureTech Health LLC

SEC source: 0000950170-24-082232 · ownership.xml · nonDerivative · entry 1

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · price: Reflects disposition of shares of common stock (each, a "Share") of the Issuer at a price per Share of $0.4340 (the "Offer Price") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2024, by and among the Issuer, Virtual Therapeutics Corporation, a Delaware corporation ("Parent"), and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"). Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer, effective as of July 2, 2024 (the "Effective Time"), with the Issuer surviving the merger. As of the Effective Time, each Share held by the Reporting Person was converted into the Offer Price.

F2 · ownership.nature: PureTech Health LLC is the record holder of all of the securities reported in this Form 4. PureTech Health plc is the sole member of PureTech Health LLC, and has the power to direct the voting and disposition of securities held by PureTech Health LLC.

SEC source: 0000950170-23-049198 · ownership.xml · derivative · entry 1

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · 30,364,372 shares

Expires 2024-03-31

SEC source: 0000899243-23-015533 · doc4.xml · derivative · entry 1

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · 223,880,597 shares

Expires 2023-07-31

SEC source: 0000899243-23-014169 · doc4.xml · derivative · entry 2

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: 43,133,803

Underlying: Common Stock · 43,133,803 shares

Expires 2028-05-26

F1 · price: The warrants were issued in connection with the purchase of the convertible note purchases reported herein.

SEC source: 0000899243-23-014169 · doc4.xml · derivative · entry 1

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · 24,647,887 shares

Expires 2023-07-31

SEC source: 0000899243-23-012087 · doc4.xml · derivative · entry 4

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: 192,307,692

Underlying: Common Stock · 192,307,692 shares

Expires 2028-05-01

F3 · price: The warrants were issued in connection with the purchase of the convertible note purchases reported herein

SEC source: 0000899243-23-012087 · doc4.xml · derivative · entry 3

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: 23,688,047

Underlying: Common Stock · 23,688,047 shares

Expires 2028-02-21

F1 · security: Pursuant to a Note and Warrant Purchase Agreement, on February 21, 2023, the Issuer issued to PureTechHealth LLC convertible notes in an aggregate principal amount of $5,000,000 as well as warrants to purchase 23,688,047 shares of common stock. At the time of issuance, both the conversion of the convertible notes and exercise of the warrants was subject to the Issuer first receiving stockholder approval for the issuance of the underlying shares of common stock. On May 1, 2023, the Issuer and the Reporting Persons amended the terms of the convertible notes and warrants to remove this restriction on conversion and exercise, respectively.

F3 · price: The warrants were issued in connection with the purchase of the convertible note purchases reported herein

SEC source: 0000899243-23-012087 · doc4.xml · derivative · entry 2

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: 2,000,000

Underlying: Common Stock · 109,890,110 shares

Expires 2023-07-31

F2 · derivative.underlying_shares: The number of shares underlying the convertible notes reported herein is based on the outstanding principal amount plus accrued and unpaid interest as of April 30, 2023, and such number is subject to adjustment in accordance with the terms of the convertible notes.

SEC source: 0000899243-23-012087 · doc4.xml · derivative · entry 1

PureTech Health plc · CIK 0001782999 · 10% owner

PureTech Health LLC · CIK 0001727395 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By PureTech Health LLC

Disclosed balance after: 5,000,000

Underlying: Common Stock · 18,634,597 shares

Expires 2023-07-31

F1 · security: Pursuant to a Note and Warrant Purchase Agreement, on February 21, 2023, the Issuer issued to PureTechHealth LLC convertible notes in an aggregate principal amount of $5,000,000 as well as warrants to purchase 23,688,047 shares of common stock. At the time of issuance, both the conversion of the convertible notes and exercise of the warrants was subject to the Issuer first receiving stockholder approval for the issuance of the underlying shares of common stock. On May 1, 2023, the Issuer and the Reporting Persons amended the terms of the convertible notes and warrants to remove this restriction on conversion and exercise, respectively.

F2 · derivative.underlying_shares: The number of shares underlying the convertible notes reported herein is based on the outstanding principal amount plus accrued and unpaid interest as of April 30, 2023, and such number is subject to adjustment in accordance with the terms of the convertible notes.

SEC source: 0000899243-21-005568 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · Former 10% Owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,406,564

SEC source: 0000899243-20-023459 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,406,564

SEC source: 0000899243-20-014094 · doc4.xml · nonDerivative · entry 2

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,739,897

SEC source: 0000899243-20-014094 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,745,397

SEC source: 0000899243-20-001979 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,295,397

SEC source: 0000899243-19-029671 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,119,696

SEC source: 0000899243-19-029467 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,281,227

F1 · price: Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.24 to $1.25, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000899243-19-029074 · doc4.xml · nonDerivative · entry 3

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,486,990

F3 · price: Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.24 to $1.265, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000899243-19-029074 · doc4.xml · nonDerivative · entry 2

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,872,874

F2 · price: Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.25 to $1.255, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000899243-19-029074 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,932,795

F1 · price: Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.25 to $1.29, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000899243-19-027581 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,269,356

F1 · price: Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.10 to $1.43, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

SEC source: 0000899243-19-018912 · doc4.xml · derivative · entry 6

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 428,895 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: The Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock automatically converted into shares of Common Stock. The Series B Preferred Stock has no expiration date.

F3 · price: The Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock automatically converted into shares of Common Stock. The Series B Preferred Stock has no expiration date.

F3 · derivative.exercise_date: The Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock automatically converted into shares of Common Stock. The Series B Preferred Stock has no expiration date.

F3 · derivative.expiration_date: The Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock automatically converted into shares of Common Stock. The Series B Preferred Stock has no expiration date.

SEC source: 0000899243-19-018912 · doc4.xml · derivative · entry 5

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,751,704 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock automatically converted into shares of Common Stock. The Series A Preferred Stock has no expiration date.

F2 · price: The Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock automatically converted into shares of Common Stock. The Series A Preferred Stock has no expiration date.

F2 · derivative.exercise_date: The Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock automatically converted into shares of Common Stock. The Series A Preferred Stock has no expiration date.

F2 · derivative.expiration_date: The Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock automatically converted into shares of Common Stock. The Series A Preferred Stock has no expiration date.

SEC source: 0000899243-19-018912 · doc4.xml · derivative · entry 4

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,194,800 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series Seed Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Preferred Stock automatically converted into shares of Common Stock. The Series Seed Preferred Stock has no expiration date.

F1 · price: The Series Seed Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Preferred Stock automatically converted into shares of Common Stock. The Series Seed Preferred Stock has no expiration date.

F1 · derivative.exercise_date: The Series Seed Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Preferred Stock automatically converted into shares of Common Stock. The Series Seed Preferred Stock has no expiration date.

F1 · derivative.expiration_date: The Series Seed Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Preferred Stock automatically converted into shares of Common Stock. The Series Seed Preferred Stock has no expiration date.

SEC source: 0000899243-19-018912 · doc4.xml · nonDerivative · entry 3

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,395,397

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: The Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock automatically converted into shares of Common Stock. The Series B Preferred Stock has no expiration date.

SEC source: 0000899243-19-018912 · doc4.xml · nonDerivative · entry 2

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,966,502

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: The Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock automatically converted into shares of Common Stock. The Series A Preferred Stock has no expiration date.

SEC source: 0000899243-19-018912 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,214,798

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series Seed Preferred Stock is convertible into shares of the Issuer's Common Stock on a 1.2987-for-one basis. Upon the closing of the Issuer's initial public offering, all shares of Series Seed Preferred Stock automatically converted into shares of Common Stock. The Series Seed Preferred Stock has no expiration date.

SEC source: 0000899243-18-002313 · doc4.xml · derivative · entry 3

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,680,700 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1.2804-for-1 basis on January 30, 2018 and had no expiration date.

F2 · derivative.exercise_date: All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1.2804-for-1 basis on January 30, 2018 and had no expiration date.

F2 · derivative.expiration_date: All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1.2804-for-1 basis on January 30, 2018 and had no expiration date.

F2 · derivative.underlying_shares: All series of Convertible Preferred Stock automatically converted into the Issuer's Common Stock on a 1.2804-for-1 basis on January 30, 2018 and had no expiration date.

SEC source: 0000899243-18-002313 · doc4.xml · nonDerivative · entry 2

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,800,396

SEC source: 0000899243-18-002313 · doc4.xml · nonDerivative · entry 1

PureTech Health LLC · CIK 0001727395 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,567,063

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Represents the total number of shares of Common Stock received by the Reporting Person upon conversion of the Issuer's Series A Preferred Stock in connection with the closing of the Issuer's initial public offering.