AtaiBeckley director options converted to cash, CVRs
A director’s AtaiBeckley stock options were cancelled in the Eli Lilly merger and converted into cash and milestone-based CVRs.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) director Sabrina Martucci Johnson reported the disposition of several stock option awards on September 11, 2026, in connection with the merger of AtaiBeckley with a subsidiary of Eli Lilly and Company. At the merger’s Effective Time, each reported option was cancelled and converted into cash plus one contingent value right (CVR) per underlying common share, based on a cash price of $6.75 per share minus the applicable exercise price and potential additional CVR payments of up to $2.50 per share upon specified clinical and regulatory milestones. No Rule 10b5-1 trading plan is reported for these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 455,968 shares
Disposition
5 txns
Insider
JOHNSON SABRINA MARTUCCI
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F2, F1 | 64,000 | -- | -- |
| Disposition | Stock Option F2 | 64,000 | -- | -- |
| Disposition | Stock Option F2 | 103,000 | -- | -- |
| Disposition | Stock Option F2 | 103,000 | -- | -- |
| Disposition | Stock Option F2 | 121,968 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026, by and among AtaiBeckley Inc. (the "Company"), Eli Lilly and Company, an Indiana corporation ("Parent"), and Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"), on September 11, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent.
- F2. At the effective time of the Merger (the "Effective Time"), each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled and converted into the right to receive (A) an amount in cash (without interest and less applicable tax withholdings) equal to the product of (1) the total number of shares of the Company's common stock subject to such stock option immediately prior to the Effective Time multiplied by (2) the excess of $6.75 over the applicable exercise price per share under such stock option and (B) one contingent value right per share (each, a "CVR" and collectively, the "CVRs"), representing the right to receive up to an aggregate of $2.50 in cash per CVR upon achievement, if any, of specified clinical and regulatory milestones, less any applicable tax withholding, for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
Key Figures
Merger cash price per share: $6.75 per share
Maximum CVR payment: $2.50 per CVR
Option grant 1: 64,000 shares at $3.84 exercise price
+4 more
7 metrics
Merger cash price per share
$6.75 per share
Cash consideration used in computing option cancellation payments at the Effective Time
Maximum CVR payment
$2.50 per CVR
Potential additional cash per CVR upon achievement of specified clinical and regulatory milestones
Option grant 1
64,000 shares at $3.84 exercise price
Stock option expiring May 25, 2032, cancelled and converted into cash and CVRs
Option grant 2
64,000 shares at $1.88 exercise price
Stock option expiring May 23, 2033, cancelled and converted into cash and CVRs
Option grant 3
103,000 shares at $1.34 exercise price
Stock option expiring June 13, 2034, cancelled and converted into cash and CVRs
Option grant 4
103,000 shares at $2.25 exercise price
Stock option expiring June 26, 2035, cancelled and converted into cash and CVRs
Option grant 5
121,968 shares at $4.50 exercise price
Stock option expiring June 4, 2036, cancelled and converted into cash and CVRs
Key Terms
Agreement and Plan of Merger, Merger Sub, Effective Time, contingent value right, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger dated as of July 15, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Sub regulatory
"Albali Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each outstanding stock option"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
contingent value right financial
"one contingent value right per share (each, a "CVR" and collectively, the "CVRs")"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
stock option financial
"each outstanding stock option of the Company, subject to certain exceptions, was automatically cancelled"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did ATAI report for Sabrina Martucci Johnson?
ATAI reported that director Sabrina Martucci Johnson disposed of several stock option awards on September 11, 2026, when they were cancelled in the Eli Lilly merger and converted into cash and contingent value rights (CVRs).
How were ATAI stock options treated in the Eli Lilly merger?
At the Effective Time, each outstanding ATAI stock option was cancelled and converted into (1) cash equal to shares multiplied by ($6.75 minus the exercise price) and (2) one CVR per share, with each CVR potentially paying up to $2.50 in cash upon specified milestones.
What specific ATAI option grants for Sabrina Martucci Johnson were affected?
Affected grants included ATAI stock options covering 64,000 shares at an exercise price of $3.84 expiring May 25, 2032, and 64,000 shares at $1.88 expiring May 23, 2033, along with additional grants at other exercise prices and expirations.
What additional ATAI option tranches were cancelled in this filing?
The filing also reports Johnson’s ATAI options for 103,000 shares at $1.34 expiring June 13, 2034, 103,000 shares at $2.25 expiring June 26, 2035, and 121,968 shares at $4.50 expiring June 4, 2036, all cancelled and converted into cash and CVRs.
Was a Rule 10b5-1 plan involved in the ATAI Form 4 transactions?
No. The Form 4 indicates that no Rule 10b5-1 trading plan was reported for these ATAI stock option cancellation and conversion transactions related to the merger with Eli Lilly and Company.
AI-generated analysis. How Rhea-AI works. Not financial advice.
