0001209191-23-052958.txt : 20231017 0001209191-23-052958.hdr.sgml : 20231017 20231017161526 ACCESSION NUMBER: 0001209191-23-052958 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231016 FILED AS OF DATE: 20231017 DATE AS OF CHANGE: 20231017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITSUI & CO LTD CENTRAL INDEX KEY: 0000067099 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40826 FILM NUMBER: 231329767 BUSINESS ADDRESS: STREET 1: 2-1, OTEMACHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-8631 BUSINESS PHONE: 81-80-3507-8275 MAIL ADDRESS: STREET 1: 2-1, OTEMACHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-8631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Thorne Healthtech, Inc. CENTRAL INDEX KEY: 0001844280 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 272877253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 620 OMNI INDUSTRIAL BLVD. CITY: SUMMERVILLE STATE: SC ZIP: 29483 BUSINESS PHONE: 843-501-0286 MAIL ADDRESS: STREET 1: 620 OMNI INDUSTRIAL BLVD. CITY: SUMMERVILLE STATE: SC ZIP: 29483 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-10-16 1 0001844280 Thorne Healthtech, Inc. THRN 0000067099 MITSUI & CO LTD 2-1, OHTEMACHI 1-CHOME CHIYODA-KU TOKYO M0 100-8631 JAPAN 0 0 1 0 0 Common Stock 2023-10-16 4 U 0 15674235 D 0 D Class A Common Stock Warrant (Right to buy) 5.1237 2023-10-16 4 J 0 56515 D Common Stock 56515 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27, 2023, by and among Thorne HealthTech, Inc. (the "Issuer"), Healthspan Buyer, LLC, and Healthspan Merger Sub, Inc. ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") effective as of October 16, 2023 (the "Effective Time"). At the Effective Time, each outstanding share of Company Common Stock was cancelled and converted into the right to receive $10.20 in cash (the "Offer Price"), without interest and subject to applicable withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each Class A Common Stock Warrant ("Company Warrant") held by the Reporting Person was automatically cancelled and converted into a right to receive an amount in cash, without interest, equal to the product of (A) the amount of the Offer Price (less the exercise price per share attributable to such Company Warrant) multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Company Warrant, subject to applicable withholding taxes. /s/ Mitsui & Co., LTD., by /s/ Yoshifumi Hatanaka, General Manager, NutriScience Division 2023-10-17