| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/17/2021 |
3. Issuer Name and Ticker or Trading Symbol
ATAI Life Sciences N.V. [ ATAI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 06/17/2021 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 27,805,200(1) | I | By Apeiron Investment Group Ltd.(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Notes | (3) | (3) | Common Shares | 2,367,200(4) | (5) | I | By Apeiron Investment Group Ltd.(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reporting persons' original Form 3 and subsequently filed Form 4 inadvertently understated this amount by 8,320,000 shares. |
| 2. Apeiron Investment Group Ltd. is the co-managing member of Presight Capital Management I, LLC, which is the general partner of Presight II, L.P. Therefore, Apeiron Investment Group Ltd. may be deemed to share beneficial ownership of the Common Shares held by Presight II, L.P. Apeiron Investment Group Ltd. is owned and controlled by Christian Angermayer. Mr. Angermayer may be deemed to have beneficial ownership over the shares held by Apeiron Investment Group Ltd. and Presight II, L.P. |
| 3. The Convertible Notes are currently exercisable and will mature on September 30, 2025. |
| 4. The reporting persons' original Form 3 inadvertently overstated this amount by 5,952,800 shares. |
| 5. The conversion price for the Convertible Notes is Euro 17.00 per share. |
| Remarks: |
| Apeiron Investment Group Ltd., By: /s/ Ryan Barrett, Attorney-in-fact | 08/25/2021 | |
| Presight II, L.P., By: Presight Capital Management I, LLC, its general partner, By: Apeiron Investment Group Ltd., its co-managing member, By: /s/ Ryan Barrett, Attorney-in-fact | 08/25/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||