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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 10/16/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 1844280 |
| Issuer Name: Thorne Healthtech, Inc. |
| Issuer Trading Symbol: THRN |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 67099 |
| | Owner Name: MITSUI & CO LTD |
| Reporting Owner Address: |
| | Owner Street 1: 2-1, OHTEMACHI 1-CHOME |
| | Owner Street 2: |
| | Owner City: CHIYODA-KU TOKYO |
| | Owner State: M0 |
| | Owner ZIP Code: 100-8631 |
| | Owner State Description: JAPAN |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 10/16/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: U |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 15,674,235 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock Warrant (Right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 5.1237 |
| | Transaction Date: |
| | | Value: 10/16/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 56,515 |
| | | Transaction Price Per Share: |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 56,515 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27, 2023, by and among Thorne HealthTech, Inc. (the "Issuer"), Healthspan Buyer, LLC, and Healthspan Merger Sub, Inc. ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of October 16, 2023 (the "Effective Time"). At the Effective Time, each outstanding share of Company Common Stock was cancelled and converted into the right to receive $10.20 in cash (the "Offer Price"), without interest and subject to applicable withholding taxes. |
| Footnote - F2: Pursuant to the Merger Agreement, at the Effective Time, each Class A Common Stock Warrant ("Company Warrant") held by the Reporting Person was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (A) the amount of the Offer Price (less the exercise price per share attributable to such Company Warrant) multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Warrant, subject to applicable withholding taxes. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Mitsui & Co., LTD., by /s/ Yoshifumi Hatanaka, General Manager, NutriScience Division |
| Signature Date: 10/17/23 |
