SEC FORM 3

SEC FORM 3 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^*

LJ10 LLC

(Last)

(First)

(Middle)

C/O PRITZKER VLOCK FAMILY OFFICE

195 CHURCH STREET, 15TH FLOOR

(Street)

NEW HAVEN

06510

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2021

3. Issuer Name and Ticker or Trading Symbol
Pear Therapeutics, Inc. [ PEAR ]

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)

	Form filed by One Reporting Person
X	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	6,540,000⁽¹⁾	D
Class A Common Stock	6,387,026⁽²⁾⁽³⁾	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)
Private Placement Warrants	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,013,333⁽⁴⁾	11.5	D

1. Name and Address of Reporting Person^*

LJ10 LLC

(Last)

(First)

(Middle)

C/O PRITZKER VLOCK FAMILY OFFICE

195 CHURCH STREET, 15TH FLOOR

(Street)

NEW HAVEN

06510

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KLP SPAC 1 LLC

(Last)

(First)

(Middle)

C/O PRITZKER VLOCK FAMILY OFFICE

195 CHURCH STREET, 15TH FLOOR

(Street)

NEW HAVEN

06510

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents 6,540,000 shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer held by LJ10 LLC (the "Sponsor"). Elon S. Boms and two other managers are the three managers of the Sponsor's board of managers. Any action by the Sponsor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Sponsor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Sponsor.

2. Represents 6,387,026 shares of Common Stock held by KLP SPAC 1 LLC (the "Anchor Investor"). The Anchor Investor purchased these shares in a private placement on December 3, 2021. Elon S. Boms and two other managers are the three managers of the Anchor Investor's board of managers. Any action by the Anchor Investor with respect to the Issuer or the Common Stock, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three", because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Anchor Investor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Anchor Investor's board of managers is deemed to have or share beneficial ownership of the shares of Common Stock held by the Anchor Investor.

3. The Anchor Investor and the Sponsor may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, comprised of the Anchor Investor and the Sponsor.

4. The private placement warrants were purchased by the Sponsor in connection with the Issuer's initial public offering on February 1, 2021. Each private placement warrant is exercisable to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, beginning on February 4, 2022 (the date that is within 60 days of December 6, 2021), and expires on December 3, 2026 or earlier upon redemption or liquidation.

Remarks:

	LJ10 LLC, By: /s/ Elon S. Boms, as Manager	12/08/2021
	KLP SPAC 1 LLC, By: /s/ Elon S. Boms, as Manager	12/08/2021
	** 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).
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SEC Form 3: New insider Lj10 Llc claimed ownership of 12,927,026 shares