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^*

Johnson Anne Nagengast

(Last)

(First)

(Middle)

WALLSTRASSE 16

(Street)

BERLIN

10179

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting 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)
Common Shares	1,000	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)
Stock Option	⁽¹⁾	08/20/2025	Common Shares	326,416	$5.68	D
Stock Option	⁽²⁾	08/20/2025	Common Shares	115,152	$11.71	D
Stock Option	⁽³⁾	02/11/2032	Common Shares	200,000	$5.54	D
Stock Option	⁽⁴⁾	10/21/2032	Common Shares	71,620	$2.86	D
Stock Option	⁽⁵⁾	03/14/2033	Common Shares	500,000	$1.18	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Shares	200,000	$0.00	D

Explanation of Responses:

1. This stock option was granted prior to atai Life Sciences N.V.'s (the "Company") June 2021 initial public offering ("IPO") and is subject to accelerated vesting upon a change in control or in the event the Reporting Person's service with the Company is terminated due to death or disability. The stock option vested as to 50% of the underlying shares on January 20, 2022 and the remaining underlying shares vest in 24 substantially equal monthly installments thereafter.

2. This stock option was granted prior the Company's IPO and is subject to accelerated vesting upon a change in control or in the event the Reporting Person's service with the Company is terminated due to death or disability. 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.

3. The stock option vested as to 25% of the underlying shares on January 1, 2023, and the remaining underlying shares vest in 36 substantially equal monthly installments thereafter.

4. The stock option vests as to 25% of the underlying shares on September 1, 2023, and in 36 substantially equal monthly installments thereafter.

5. The stock option vests as to 25% of the underlying shares on March 14, 2024, and in 36 substantially equal monthly installments thereafter.

6. Each restricted stock unit represents a contingent right to receive one common share of the Company upon vesting and settlement. 50% of the restricted stock units will vest on the first anniversary of the grant date and 50% will vest on the second anniversary of the grant date.

Remarks:

	/s/ Ryan Barrett, Attorney-in-fact	05/19/2023
	** 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.