Sec Form 3 Filing - LJ10 LLC @ Pear Therapeutics, Inc. - 2021-12-06

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
LJ10 LLC
2. Issuer Name and Ticker or Trading Symbol
Pear Therapeutics, Inc. [ PEAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PRITZKER VLOCK FAMILY OFFICE, 195 CHURCH STREET, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2021
(Street)
NEW HAVEN, CT06510
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
Class A Common Stock 6,540,000( 1 ) D
Class A Common Stock 6,387,026( 2 )( 3 ) D
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
Private Placement Warrants $ 11.5 ( 4 ) ( 4 ) Class A Common Stock 5,013,333( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LJ10 LLC
C/O PRITZKER VLOCK FAMILY OFFICE
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN, CT06510
X
KLP SPAC 1 LLC
C/O PRITZKER VLOCK FAMILY OFFICE
195 CHURCH STREET, 15TH FLOOR
NEW HAVEN, CT06510
X
Signatures
LJ10 LLC, By: /s/ Elon S. Boms, as Manager 12/08/2021
Signature of Reporting Person Date
KLP SPAC 1 LLC, By: /s/ Elon S. Boms, as Manager 12/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 6,540,000 shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer held by LJ10 LLC (the "Sponsor"). Elon S. Boms and two other managers are the three managers of the Sponsor's board of managers. Any action by the Sponsor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Sponsor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Sponsor.
( 2 )Represents 6,387,026 shares of Common Stock held by KLP SPAC 1 LLC (the "Anchor Investor"). The Anchor Investor purchased these shares in a private placement on December 3, 2021. Elon S. Boms and two other managers are the three managers of the Anchor Investor's board of managers. Any action by the Anchor Investor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Anchor Investor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Anchor Investor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Anchor Investor.
( 3 )The Anchor Investor and the Sponsor may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, comprised of the Anchor Investor and the Sponsor.
( 4 )The private placement warrants were purchased by the Sponsor in connection with the Issuer's initial public offering on February 1, 2021. Each private placement warrant is exercisable to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, beginning on February 4, 2022 (the date that is within 60 days of December 6, 2021), and expires on December 3, 2026 or earlier upon redemption or liquidation.

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