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Johnson Anne Nagengast's Form 4 filing

AtaiBeckley Inc. (ATAI) · filed Sep 11, 2026

Accession no.
0001140361-26-036388
Filed
Sep 11, 2026, 5:44 PM ET
Trade date
Sep 11, 2026
Filing delay
Same day
Rule 10b5-1 plan
Not checked

This filing lists 1 non-derivative transaction and 8 derivative transactions. It was filed on the trade date.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Johnson Anne NagengastCIK 0001976640Officer (Chief Accounting Officer)

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Sep 11, 2026Common StockDReturned to the companyDisposed−140,045–F1,F2–0Direct

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Sep 11, 2026Common StockDReturned to the companyDisposed−326,416–F3–0Direct
Sep 11, 2026Common StockDReturned to the companyDisposed−200,000–F3–0Direct
Sep 11, 2026Common StockDReturned to the companyDisposed−71,620–F3–0Direct
Sep 11, 2026Common StockDReturned to the companyDisposed−500,000–F3–0Direct
Sep 11, 2026Common StockDReturned to the companyDisposed−550,000–F3–0Direct
Sep 11, 2026Common StockDReturned to the companyDisposed−757,915–F3–0Direct
Sep 11, 2026Common StockDReturned to the companyDisposed−525,000–F3–0Direct
Sep 11, 2026Common StockDReturned to the companyDisposed−117,000–F4–0Direct

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026, by and among AtaiBeckley Inc. (the "Company"), Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), on September 11, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent.

Referenced by the price of 1 transaction in Table I.

F2

At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive (i) $6.75 per share in cash, without interest, plus (ii) one contingent value right per share (each, a "CVR" and collectively, the "CVRs"), representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones, less any applicable tax withholding.

Referenced by the price of 1 transaction in Table I.

F3

At the Effective Time, each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled and converted into the right to receive (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares subject to such stock option immediately prior to the Effective Time multiplied by (2) the excess of $6.75 over the applicable exercise price per share under such stock option and (B) one CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).

Referenced by the price of 7 transactions in Table II.

F4

At the Effective Time, each outstanding restricted stock unit ("RSU"), subject to certain exceptions, was automatically cancelled and converted into the right to receive (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares subject to such RSU immediately prior to the Effective Time multiplied by (2) $6.75 and (B) one CVR for each share subject to such RSU immediately prior to the Effective Time (without regard to vesting).

Referenced by the price of 1 transaction in Table II.

Read the full filing on SEC EDGAR (opens in a new tab)