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^*

Martucci Walter Edward II

(Last)

(First)

(Middle)

C/O AKILI, INC.

125 BROAD STREET, FIFTH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2022

3. Issuer Name and Ticker or Trading Symbol
Akili, Inc. [ AKLI ]

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

X	Director	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)

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 (Right to Buy)	⁽¹⁾	08/26/2025	Common Stock	86,651	$2.07	D
Stock Option (Right to Buy)	⁽¹⁾	05/20/2026	Common Stock	318,349	$2.14	D
Stock Option (Right to Buy)	⁽²⁾	10/02/2028	Common Stock	721,585	$3.83	D
Stock Option (Right to Buy)	⁽³⁾	05/21/2030	Common Stock	17,267	$3.83	D
Stock Option (Right to Buy)	⁽⁴⁾	05/21/2030	Common Stock	5,754	$3.83	D
Stock Option (Right to Buy)	⁽⁵⁾	09/29/2031	Common Stock	713,737	$3.83	D
Stock Option (Right to Buy)	⁽⁶⁾	01/26/2032	Common Stock	10,360	$10.06	D
Earnout Shares	⁽⁷⁾	08/19/2027	Common Stock	7,536,461	⁽⁷⁾	D

Explanation of Responses:

1. The shares underlying this option are fully vested and exercisable as of the date hereof.

2. 12.5% of the shares underlying this option vested and became exercisable on April 2, 2019, 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jacqueline Studer, attorney-in-fact	08/19/2022
	** 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 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.