Amendment: SEC Form SCHEDULE 13G/A filed by Seer Inc.
$SEER
Biotechnology: Laboratory Analytical Instruments
Industrials
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 4)
|
Seer, Inc. (Name of Issuer) |
Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) |
81578P106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 81578P106 |
| 1 | Names of Reporting Persons
Omid Farokhzad | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,624,054.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Seer, Inc. | |
| (b) | Address of issuer's principal executive offices:
3800 Bridge Parkway, Suite 102 Redwood City, CA, 94065 | |
| Item 2. | ||
| (a) | Name of person filing:
Omid Farokhzad | |
| (b) | Address or principal business office or, if none, residence:
c/o Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, CA 94065 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Common Stock, $0.00001 par value per share | |
| (e) | CUSIP No.:
81578P106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
4,624,054
The amount set forth above includes (i) 505,901 shares of Class A common stock and 1,438,057 shares of Class B common stock held of record by Omid Farokhzad (the "Reporting Person"); (ii) 269,549 shares of Class A common stock subject to options exercisable within 60 days of December 31, 2024; (iii) 293,409 shares of Class A common stock issuable upon vesting of RSUs within 60 days of December 31, 2024; and (iv) 2,117,138 shares of Class B common stock held of record by SAF-BND Trust for which the Reporting Person's spouse serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the SAF-BND Trust.
Each share of Class B common stock is convertible at any time into one share of Class A common stock. | |
| (b) | Percent of class:
7.8
The percentage set forth above is based on the quotient obtained by dividing the aggregate amount beneficially owned by the Reporting Person as set forth in (a) above by the sum of (i) 54,921,591 shares of Class A common stock outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 6, 2024 (the "Form 10-Q"); (ii) 3,555,195 shares of Class B common stock beneficially owned by the Reporting Person; (iii) 269,549 shares of Class A common stock subject to options exercisable within 60 days of December 31, 2024 and (iv) 293,409 shares of Class A common stock issuable upon vesting of RSUs within 60 days of December 31, 2024. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in (a) above are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.
Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. There were 4,044,969 shares of Class B common stock outstanding as of November 4, 2024, as reported in the Form 10-Q, including the 3,555,195 shares of Class B common stock beneficially owned by the Reporting Person as set forth above. The percentage reported does not reflect the ten for one voting power of the Class B common stock because these shares are treated as converted into Class A common stock for the purpose of this report. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
2,506,916 | ||
| (ii) Shared power to vote or to direct the vote:
2,117,138 | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,506,916 | ||
| (iv) Shared power to dispose or to direct the disposition of:
2,117,138 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|