Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brand Florian

(Last)

(First)

(Middle)

WALLSTRASSE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATAI Life Sciences N.V. [ ATAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽¹⁾	$0.37	10/04/2024		D			4,240,000	⁽²⁾	08/20/2025	Common Shares	4,240,000	⁽²⁾	0	D
Stock Option⁽¹⁾	$5.68	10/04/2024		D			400,688	⁽²⁾	08/20/2025	Common Shares	400,688	⁽²⁾	0	D
Stock Option⁽¹⁾	$11.71	10/04/2024		D			338,112	⁽³⁾	08/20/2025	Common Shares	338,112	⁽³⁾	0	D
Stock Option⁽¹⁾	$0.37	10/04/2024		A		4,240,000		⁽²⁾	08/20/2030	Common Shares	4,240,000	⁽²⁾	4,240,000	D
Stock Option⁽¹⁾	$5.68	10/04/2024		A		400,688		⁽²⁾	08/20/2030	Common Shares	400,688	⁽²⁾	400,688	D
Stock Option⁽¹⁾	$11.71	10/04/2024		A		338,112		⁽³⁾	08/20/2030	Common Shares	338,112	⁽³⁾	338,112	D

Explanation of Responses:

1. No new stock options have been awarded. The transactions reported herein reflect the extension of the expiration date of certain pre-IPO stock options previously awarded subject to performance conditions that were not satisfied at the time of the Issuer's IPO but have subsequently been satisfied to align them with options granted under the Issuer's 2021 Incentive Award Plan, which is consistent with prevailing market practices.

2. The stock option is fully vested and currently exercisable.

3. The stock option vested as to 25% of the underlying shares on April 29, 2022, and the remaining underlying shares vest in 36 substantially equal monthly installments thereafter.

Remarks:

Co-Founder & Co-Chief Executive Officer

	/s/ Ryan Barrett, Attorney-in-fact	10/04/2024
	** 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 4 (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).
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