Sec Form 4 Filing - Lynch Zack @ Pear Therapeutics, Inc. - 2021-12-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Lynch Zack
2. Issuer Name and Ticker or Trading Symbol
Pear Therapeutics, Inc. [ PEAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PEAR THERAPEUTICS, INC., 200 STATE STREET, 13TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2021
(Street)
BOSTON, MA02109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/03/2021 A 1,084,914 A 1,084,914 I by JAZZ Human Performance Opportunity Fund, L.P.( 3 )
Class A Common Stock 12/03/2021 A 9,671,673 A 9,671,673 I by JAZZ Human Performance Technology Fund, L.P.( 3 )
Class A Common Stock 12/03/2021 A( 4 ) 10,000 A $ 10 9,681,673 I by JAZZ Human Performance Technology Fund, L.P.( 3 )
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
Stock Option (Right to Buy) $ 0.02 12/03/2021 A 29,448 ( 5 ) 01/21/2025 Common Stock 29,448 ( 6 ) 29,448 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lynch Zack
C/O PEAR THERAPEUTICS, INC.
200 STATE STREET, 13TH FLOOR
BOSTON, MA02109
X
Signatures
/s/ Stacie S. Aarestad, Attorney-in-Fact 12/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement") dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., Oz Merger Sub, Inc. and Pear Therapeutics (US), Inc. (f/k/a Pear Therapeutics, Inc.) ("Private Pear"), in exchange for 736,827 shares of preferred stock of Private Pear previously held by JAZZ Human Performance Opportunity Fund, L.P.
( 2 )Received in accordance with the terms of the Business Combination Agreement in exchange for 6,568,585 shares of preferred stock of Private Pear previously held by JAZZ Human Performance Technology Fund, L.P.
( 3 )The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of the Reporting Person's pecuniary interest therein.
( 4 )On June 21, 2021, Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination. As one of the PIPE Investors, on December 3, 2021, JAZZ Human Performance Technology Fund, L.P. acquired 10,000 shares of Issuer common stock for $10.00 per share.
( 5 )100% of the shares subject to this option are fully vested and exercisable.
( 6 )Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 20,000 shares of common stock of Private Pear for $0.02 per share.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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