Mitsui & Co. Form 3 Initial statement of insider ownership

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^*

MITSUI & CO LTD

(Last)

(First)

(Middle)

2-1, OHTEMACHI 1-CHOME

(Street)

CHIYODA-KU TOKYO

100-8631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2021

3. Issuer Name and Ticker or Trading Symbol
Thorne Healthtech, Inc. [ THRN ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)
Class A Common Stock⁽¹⁾	2,168,485	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)
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock⁽¹⁾	13,505,750	⁽²⁾	D
Class A Common Stock Warrant (Right to buy)	⁽³⁾	10/11/2028	Class A Common Stock⁽¹⁾	56,515	5.1237	D

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Common Stock, the Class A Common Stock shall be re-named Common Stock.

2. Each share of Series E Preferred Stock is currently convertible into Class A Common Stock on a one-for-one basis and has no expiration date. Each share of Series E Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of Common Stock.

3. All of the shares subject to the warrant are fully vested and exercisable as of the date hereof.

Remarks:

	/s/ Mitsui & Co., LTD., by /s/ Toshitaka Inuzuka, General Manager, NutriScience Division	09/22/2021
	** 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.

Mitsui & Co. (MITSF) Form 3Initial statement of insider ownership