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Atai Beckley Inc.

09/11/2026 | Press release | Distributed by Public on 09/11/2026 15:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Barrett Christopher Ryan Cave
2. Issuer Name and Ticker or Trading Symbol
AtaiBeckley Inc. [ATAI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O ATAI LIFE SCIENCES US, INC., C/O INDUSTRIOUS NYC, 250 WEST 34TH ST.
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
(Street)
NEW YORK, NY 10119
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Stock 09/11/2026 D 155,066 D (1)(2) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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 $2.44 09/11/2026 D 347,000 (3) 08/20/2030 Common Stock 347,000 (3) 0 D
Stock Option $5.68 09/11/2026 D 284,832 (3) 08/20/2030 Common Stock 284,832 (3) 0 D
Stock Option $5.54 09/11/2026 D 231,900 (3) 02/10/2032 Common Stock 231,900 (3) 0 D
Stock Option $2.86 09/11/2026 D 71,620 (3) 10/21/2032 Common Stock 71,620 (3) 0 D
Stock Option $1.18 09/11/2026 D 400,000 (3) 03/14/2033 Common Stock 400,000 (3) 0 D
Stock Option $1.84 09/11/2026 D 550,000 (3) 03/13/2034 Common Stock 550,000 (3) 0 D
Stock Option $1.50 09/11/2026 D 757,915 (3) 03/03/2035 Common Stock 757,915 (3) 0 D
Stock Option $5.20 09/11/2026 D 175,000 (3) 10/01/2035 Common Stock 175,000 (3) 0 D
Stock Option $3.76 09/11/2026 D 675,000 (3) 01/30/2036 Common Stock 675,000 (3) 0 D
Restricted Stock Units (4) 09/11/2026 D 150,000 (4) (4) Common Stock 150,000 (4) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barrett Christopher Ryan Cave
C/O ATAI LIFE SCIENCES US, INC.
C/O INDUSTRIOUS NYC, 250 WEST 34TH ST.
NEW YORK, NY 10119
See remarks

Signatures

/s/ Ryan Barrett 09/11/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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.
(3) 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).
(4) 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).

Remarks:
Chief Legal and Business Officer
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