| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mind Medicine (MindMed) Inc. [ MNMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 08/11/2022 | A | 89,286(1) | A | $0.00 | 89,286 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $0.66(2) | 08/11/2022 | A | 120,968 | (3) | 08/10/2032 | Common Shares | 120,968 | $0.00 | 120,968 | D | ||||
| Director's Deferred Share Units | (4) | 08/11/2022 | A | 503,773 | (4) | (4) | Common Shares | (4) | (4) | 503,773 | D | ||||
| Explanation of Responses: |
| 1. These shares represent restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one Common Share of the Issuer. These RSUs will vest in three equal annual installments over such three-year period; provided, that in the event that the Reporting Person's continuous service as a member of the Board terminates for any reason other than for cause after the first anniversary of the grant date, a portion of these RSUs that would have vested on the next annual vesting date following the date of departure will immediately vest in full as of the date of termination of service on a prorated basis. |
| 2. The option grant has an exercise price of $0.84 Canadian Dollars. This represents the exercise price in United States Dollars. |
| 3. The shares underlying the option shall vest and become exercisable 1/3 on August 11, 2023, with the remaining portion vesting in equal monthly installments over the two years thereafter, subject to the Reporting Person providing continuous service to the Issuer on each such date. |
| 4. Represents Directors' Deferred Share Units ("DDSUs") granted pursuant to the Issuer's Directors' Deferred Share Unit Plan (the "Plan"), effective April 16, 2021. DDSUs will vest 1/3 on August 11, 2023, with the remaining portion vesting in equal monthly installments over the two years thereafter. The DDSUs are to be settled in cash upon the termination of the Reporting Persons' directorship (each DDSU representing the right to receive the cash equivalent of the fair market value of one Common Share). Pursuant to the Plan, the fair market value of a Common Share is equal to the volume weighted average trading price of a Common Share on the NEO exchange for the five business days immediately preceding the DDSUs vesting date. The DDSUs granted expire no later than 90 days after the Reporting Person's termination date or such other reasonable time as may be determined by the Administrators (defined in the Plan). |
| Remarks: |
| /s/ Carrie Liao, Attorney-in-Fact | 08/15/2022 | |
| ** 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 4 (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. | ||