0000899243-22-029348.txt : 20220819 0000899243-22-029348.hdr.sgml : 20220819 20220819191358 ACCESSION NUMBER: 0000899243-22-029348 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220819 FILED AS OF DATE: 20220819 DATE AS OF CHANGE: 20220819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Studer Jacqueline CENTRAL INDEX KEY: 0001526223 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40558 FILM NUMBER: 221181860 MAIL ADDRESS: STREET 1: IDEXX LABORATORIES STREET 2: ONE IDEXX DRIVE CITY: WESTBROOK STATE: ME ZIP: 04092 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Akili, Inc. CENTRAL INDEX KEY: 0001850266 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 981586159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-456-0597 MAIL ADDRESS: STREET 1: 125 BROAD STREET, 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: Social Capital Suvretta Holdings Corp. I DATE OF NAME CHANGE: 20210310 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-08-19 0 0001850266 Akili, Inc. AKLI 0001526223 Studer Jacqueline C/O AKILI, INC. 125 BROAD STREET, FIFTH FLOOR BOSTON MA 02110 0 1 0 0 Chief Legal Officer Stock Option (Right to Buy) 3.83 2029-06-12 Common Stock 230237 D Stock Option (Right to Buy) 3.83 2030-05-21 Common Stock 17267 D Stock Option (Right to Buy) 3.83 2030-05-21 Common Stock 5755 D Stock Option (Right to Buy) 3.83 2031-09-29 Common Stock 120874 D Stock Option (Right to Buy) 10.06 2032-01-26 Common Stock 12663 D Earnout Shares 2027-08-19 Common Stock 7536461 D 25% of the shares underlying this option vested and became exercisable on March 26, 2020, with an additional 12.5% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date. 25% of the shares underlying this option vested and became exercisable on March 15, 2020, with an additional 12.5% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date. 16.67% of the shares underlying this option vested and became exercisable on November 18, 2020, with an additional 16.67% vesting at the end of each six (6) month period, subject to the reporting person's continued service on each such vesting date. The shares underlying this option shall vest and become exercisable in forty-eight (48) equal monthly installments following June 25, 2021, subject to the reporting person's continued service on each such vesting date. 50% of the shares underlying this option vested and became exercisable on January 19, 2022, with an additional 2.08% vesting at the end of each one (1) month period, subject to the reporting person's continued service on each such vesting date. Each Earnout Share represents a contingent right to receive one share of the Issuer's Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest. Exhibit 24 - Power of Attorney /s/ Jacqueline Studer 2022-08-19 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Santosh Shanbhag and W. Edward Martucci, signing singly, the
undersigned's true and lawful attorney-in-fact to:

      (1)   execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer and/or director of Akili, Inc. (the
            "Company"), (i) Form ID, including any attached documents, to
            effect the assignment of codes to the undersigned to be used in the
            transmission of information to the United States Securities and
            Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5,
            (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each
            thereof, in accordance with Section 16(a) of the Securities
            Exchange Act of 1934, as amended, and the rules thereunder;

      (2)   do and perform any and all acts for and on behalf of the
            undersigned which may be necessary or desirable to complete and
            execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or any
            amendments thereto and timely file such form with the United States
            Securities and Exchange Commission and any stock exchange or
            similar authority; and

      (3)   take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by
            such attorney-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such
            terms and conditions as such attorney-in-fact may approve in such
            attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted, the undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in-fact.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the
United States Securities and Exchange Commission as a confirming statement of
the authority granted herein. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company, this Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of the Company.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of August, 2022.

/s/ Jacqueline Studer
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Name: Jacqueline Studer