SEC FORM 3

SEC Form 3

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^*

JACOBSON PAUL F

(Last)

(First)

(Middle)

C/O THORNE HEALTHTECH, INC.

152 W. 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2021

3. Issuer Name and Ticker or Trading Symbol
Thorne Healthtech, Inc. [ THRN ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. 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 Beneficially Owned
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)
Class A Common Stock⁽¹⁾	1,602,445	I	See Footnote⁽²⁾
Class A Common Stock⁽¹⁾	583,840⁽³⁾	D
Class B Common Stock⁽⁴⁾	501,515	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to buy)	⁽⁵⁾	02/12/2025	Class A Common Stock⁽¹⁾	258,100	$1.3483	D
Employee Stock Option (Right to buy)	⁽⁵⁾	02/12/2025	Class A Common Stock⁽¹⁾	244,750	$4.4944	D
Employee Stock Option (Right to buy)	⁽⁵⁾	02/12/2025	Class A Common Stock⁽¹⁾	244,750	$6.7416	D
Employee Stock Option (Right to buy)	⁽⁶⁾	10/10/2028	Class A Common Stock⁽¹⁾	1,279,375	$5.1236	D
Employee Stock Option (Right to buy)	⁽⁵⁾	10/25/2025	Class B Common Stock⁽⁴⁾	36,045	$14.4584	D
Class A Common Stock Warrant (Right to buy)	⁽⁷⁾	06/23/2030	Class A Common Stock⁽¹⁾	2,532,050	$6.7416	I	See Footnote⁽²⁾

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Common Stock (the "IPO"), the Class A Common Stock shall be re-named Common Stock.

2. These securities are held by Diversified Natural Products, Inc., over which the Reporting Person has voting and dispositive power.

3. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock. One-fourth of the RSUs shall vest on each one-year anniversary of the expiration of the lock-up period pertaining to the IPO, subject to the Reporting Person continuing as a service provider through each such date.

4. Each share of Class B Common Stock shall be converted into one share of Common Stock immediately prior to the completion of the IPO.

5. All of the shares subject to the option are fully vested and exercisable as of the date hereof.

6. One-fourth of the shares subject to the option vested on October 10, 2019 and one-fourth of the shares subject to the option vest on each one-year anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

7. All of the shares subject to the warrant are fully vested and exercisable as of the date hereof.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Scott Wheeler, under power of attorney	09/22/2021
	** 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.