MITSUI & CO LTD - 16 Oct 2023 Form 4 Insider Report for Thorne Healthtech, Inc. (THRN)

Role: 10%+ Owner
Signature: /s/ Mitsui & Co., LTD., by /s/ Yoshifumi Hatanaka, General Manager, NutriScience Division
Issuer symbol: THRN
Transactions as of: 16 Oct 2023
Transactions value $: $0
Form type: 4
Filing time: 17 Oct 2023, 16:15:26 UTC
Previous filing: 29 Sep 2021
Next filing: 11 Apr 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	THRN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-15,674,235	-100%		0	16 Oct 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	THRN	Class A Common Stock Warrant (Right to buy)	Other		-56,515	-100%		0	16 Oct 2023	Common Stock	56,515	$5.12	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

MITSUI & CO LTD is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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.
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.

Content

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.

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.