AtaiBeckley legal chief sells 155K shares at $6.75
Chief Legal and Business Officer Barrett Cave’s AtaiBeckley equity awards and shares were cancelled for cash and CVRs as part of the completed Eli Lilly acquisition.
Rhea-AI Filing Summary
AtaiBeckley Inc. (ATAI) completed a merger on September 11, 2026 in which Albali Acquisition Corporation merged into the company, leaving it as a wholly owned subsidiary of Eli Lilly and Company. At the effective time, each common share converted into the right to receive $6.75 in cash plus one contingent value right (CVR) per share, with each CVR representing up to an additional $2.50 in cash upon specified clinical and regulatory milestones. On the same date, Chief Legal and Business Officer Barrett Christopher Ryan Cave reported dispositions to the issuer of his common stock, stock options, and restricted stock units, which were cancelled and converted into cash consideration and CVRs in connection with the merger; no Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 3,798,333 shares
Disposition
11 txns
Insider
Barrett Christopher Ryan Cave
Role
See remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option F3 | 347,000 | -- | -- |
| Disposition | Stock Option F3 | 284,832 | -- | -- |
| Disposition | Stock Option F3 | 231,900 | -- | -- |
| Disposition | Stock Option F3 | 71,620 | -- | -- |
| Disposition | Stock Option F3 | 400,000 | -- | -- |
| Disposition | Stock Option F3 | 550,000 | -- | -- |
| Disposition | Stock Option F3 | 757,915 | -- | -- |
| Disposition | Stock Option F3 | 175,000 | -- | -- |
| Disposition | Stock Option F3 | 675,000 | -- | -- |
| Disposition | Restricted Stock Units F4 | 150,000 | -- | -- |
| Disposition | Common Stock F1, F2 | 155,066 | -- | -- |
Holdings After Transaction:
Stock Option — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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 share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, converted into the right to receive (i) $6.75 per share in cash, without interest, plus (ii) 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.
- F3. At 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 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 CVR for each share subject to such stock option immediately prior to the Effective Time (without regard to vesting).
- F4. At the Effective Time, each outstanding restricted stock unit ("RSU"), 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 subject to such RSU immediately prior to the Effective Time multiplied by (2) $6.75 and (B) one CVR for each share subject to such RSU immediately prior to the Effective Time (without regard to vesting).
Key Figures
Cash consideration per common share: $6.75 per share
Maximum CVR payout per share: $2.50 per CVR
Common shares disposed by reporting officer: 155,066 shares
+4 more
7 metrics
Cash consideration per common share
$6.75 per share
Cash paid for each AtaiBeckley common share at the effective time of the merger
Maximum CVR payout per share
$2.50 per CVR
Potential additional cash per CVR upon achievement of specified clinical and regulatory milestones
Common shares disposed by reporting officer
155,066 shares
Common stock of AtaiBeckley disposed to the issuer by Barrett Christopher Ryan Cave on September 11, 2026
Restricted stock units cancelled
150,000 RSUs
Restricted stock units of AtaiBeckley cancelled and converted to cash and CVRs for the reporting officer at the effective time
Example option grant cancelled at $1.50 exercise price
757,915 option shares at $1.50
Stock option on AtaiBeckley common stock with a $1.50 exercise price per share cancelled and converted to cash and CVRs
Example option grant cancelled at $1.84 exercise price
550,000 option shares at $1.84
Stock option on AtaiBeckley common stock with a $1.84 exercise price per share cancelled and converted to cash and CVRs
Example option grant cancelled at $5.20 exercise price
175,000 option shares at $5.20
Stock option on AtaiBeckley common stock with a $5.20 exercise price per share cancelled and converted to cash and CVRs
Key Terms
contingent value right, Effective Time, restricted stock unit, par value
4 terms
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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share"
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.
restricted stock unit financial
"At the Effective Time, each outstanding restricted stock unit ("RSU"), subject"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
par value financial
"each share of the Company's common stock, par value $0.01 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What merger involving ATAI is described in this Form 4 filing?
The filing describes a merger completed on September 11, 2026 in which Albali Acquisition Corporation merged with and into AtaiBeckley Inc., with AtaiBeckley surviving as a wholly owned subsidiary of Eli Lilly and Company under an Agreement and Plan of Merger dated July 15, 2026.
How were ATAI stock options held by Barrett Cave treated in the merger?
At the effective time, each outstanding AtaiBeckley stock option, including those held by Barrett Christopher Ryan Cave, was automatically cancelled and converted into the right to receive cash equal to shares times ($6.75 minus the option’s exercise price) plus one CVR for each underlying share, subject to tax withholding.
What happened to ATAI restricted stock units in this transaction?
Each outstanding AtaiBeckley restricted stock unit was automatically cancelled and converted into the right to receive cash equal to shares times $6.75, without interest and less tax withholdings, plus one CVR for each RSU share, in each case without regard to vesting, subject to stated exceptions.
Were Barrett Cave’s ATAI transactions under a Rule 10b5-1 trading plan?
No. The filing indicates that these transactions by Barrett Christopher Ryan Cave were not made pursuant to a Rule 10b5-1 trading plan. The equity dispositions occurred at the effective time of the merger and followed the consideration terms set out in the merger agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
