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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Palihapitiya Chamath (Last) (First) (Middle) C/O SC MASTER HOLDINGS, LLC 506 SANTA CRUZ AVENUE, SUITE 300 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Akili, Inc. [ AKLI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/19/2022
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/19/2022		A		8,100,000	A	$10	8,740,000	I(1)	See Footnote(1)
Common Stock	08/19/2022		A		1,900,000	A	$10	10,640,000	I(2)	See Footnote(2)
Common Stock	08/19/2022		M		6,220,000	A	$0.00	16,860,000	I(3)(4)	See Footnote(3)(4)
Common Stock	08/19/2022		J		3,087,000	D	$0.00	13,773,000	I(5)	See Footnote(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(6)	08/19/2022		M			6,220,000	(6)	(6)	Class A ordinary shares	6,220,000	$0.00	0	I(3)(4)	See Footnote(3)(4)

Explanation of Responses:

1. Represents shares of Issuer's common stock, par value $0.0001 per share ("Common Stock"), purchased by SC PIPE Holdings LLC ("SC PIPE Holdings") in connection with the consummation of the business combination between the Issuer and Akili Interactive Labs, Inc. (the "Business Combination"). SC PIPE Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by SC PIPE Holdings by virtue of his indirect interests in SC PIPE Holdings or his control over SC PIPE Holdings, as the case may be.

2. Represents shares of Common Stock purchased by a trust for the benefit of Mr. Palihapitiya's immediate family in connection with the consummation of the Business Combination.

3. The Class B ordinary shares, par value $0.0001 per share (each, a "Class B ordinary share"), held by SCS Sponsor I LLC (the "Sponsor") converted to shares of Common Stock on a one-for-one basis upon the consummation of the Business Combination.

4. The Sponsor is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by SC SPAC Holdings LLC, which is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by the Sponsor by virtue of his indirect interests in the Sponsor or his shared control over the Sponsor, as the case may be.

5. Represents the distribution for no consideration by the Sponsor of 6,860,000 shares of Common Stock to its members pro rata in accordance with their respective interests (the "Sponsor Distribution"). SC Master Holdings, LLC ("SC Master Holdings") received 3,773,000 shares of Common Stock in the Sponsor Distribution. SC Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by SC Master Holdings by virtue of his indirect interests in SC Master Holdings or his control over SC Master Holdings, as the case may be.

6. The Class B ordinary shares converted to Common Stock on a one-for-one basis upon the consummation of the Business Combination.

Remarks:

The inclusion of the securities in this report shall not be deemed an admission by the reporting person of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

	/s/ James Ryans, as attorney-in-fact	08/23/2022
	** 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).
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