Casdin Eli returned 19,407,705 shares to the company, closing all direct ownership in the company (SEC Form 4)
$SLGC
Biotechnology: Commercial Physical & Biological Resarch
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SomaLogic, Inc. [ SLGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/05/2024 | D | 3,430 | D | (1)(2) | 0 | D | |||
| Common Stock | 01/05/2024 | D | 6,800,000 | D | (1)(2) | 0 | I | By CMLS Holdings II LLC(3) | ||
| Common Stock | 01/05/2024 | D | 10,132,005 | D | (1)(2) | 0 | I | By Casdin Master Fund, L.P.(4) | ||
| Common Stock | 01/05/2024 | D | 2,472,270 | D | (1)(2) | 0 | I | By Casdin Private Growth Equity Fund, L.P.(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 (Right to buy) | $4.7728 | 01/05/2024 | D | 41,905 | (6) | 02/18/2031 | Common Stock | 41,905 | (7) | 0 | D | ||||
| Stock Option (Right to buy) | $11.85 | 01/05/2024 | D | 46,705 | (8) | 10/26/2031 | Common Stock | 46,705 | (7) | 0 | D | ||||
| Stock Option (Right to buy) | $9.08 | 01/05/2024 | D | 20,600 | (9) | 02/29/2032 | Common Stock | 20,600 | (7) | 0 | D | ||||
| Stock Option (Right to buy) | $2.3 | 01/05/2024 | D | 20,600 | (10) | 03/16/2033 | Common Stock | 20,600 | (7) | 0 | D | ||||
| Restricted Stock Unit | (11) | 01/05/2024 | D | 3,430 | (12) | (12) | Common Stock | 3,430 | (13) | 0 | D | ||||
| Warrant to purchase common stock (Right to buy) | $11.5 | 01/05/2024 | D | 4,346,669 | (14) | 09/01/2026 | Common Stock | 4,346,669 | (15) | 0 | I | By CMLS Holdings II LLC(3) | |||
| Explanation of Responses: |
| 1. On October 4, 2023, SomaLogic, Inc., a Delaware corporation (the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Standard BioTools Inc., a Delaware corporation ("Parent"), and Martis Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the "Merger Sub"). Pursuant to the Merger Agreement, on January 5, 2024, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). |
| 2. (Continued from Footnote 1) At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.0001 per share (the "Company Common Stock"), was converted into the right to receive 1.11 shares (the "Exchange Ratio") of the Parent's common stock, par value $0.001(the "Parent Common Stock") and cash in lieu of fractional shares of the Parent Common Stock. |
| 3. The shares are held of record by CMLS Holdings II LLC ("CMLS Holdings II"). The Board of Managers of CMLS Holdings II includes Mr. Casdin, who, as a member of the Board of Managers of CMLS Holdings II, shares voting and investment discretion with respect to the common stock held by CMLS Holdings II. Mr. Casdin may be deemed to have or share beneficial ownership of the securities held by CMLS Holdings II, which include such shares and the warrants referenced in Table II. |
| 4. The securities are owned directly by Casdin Partners Master Fund, LP (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund, (ii) Casdin Partners GP, LLC, the general partner of the Master Fund, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. |
| 5. The shares held by Casdin Private Growth Equity Fund, L.P. may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Private Growth Equity Fund, L.P., (ii) Casdin Private Growth Equity GP, LLC, the general partner of Casdin Private Growth Equity Fund, L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Private Growth Equity GP, LLC. |
| 6. The option vested as to 1/4th of the total grant on February 19, 2022, and thereafter 1/36th of the total grant vests monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date. |
| 7. Pursuant to the Merger Agreement, each option to purchase Company Common Stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole number of shares of the Parent Common Stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Company Option by the Exchange Ratio, rounded up to the nearest whole cent. Each such Company Option shall continue to have, and be subject to, the same terms and conditions applicable to such Company Option immediately prior to the Effective Time, including vesting terms and provisions. |
| 8. The option vested as to 1/4th of the total grant on October 27, 2022, and thereafter 1/36th of the total grant vests monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date. |
| 9. The option is fully vested and exercisable. |
| 10. The option shall be 100% vested on March 17, 2024, subject to the continued service of the Reporting Person on such vesting date. |
| 11. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company Common Stock upon settlement for no consideration. |
| 12. The RSUs shall be 100% vested on March 17, 2024, subject to the continued service of the Reporting Person on such vesting date. |
| 13. Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock equal to the to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with the resulting number of shares of Parent Common Stock rounded to the next nearest whole share. Except as noted above, each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms and provision, as were applicable to such Company RSU immediately prior to the Effective Time. |
| 14. Each warrant is exercisable to purchase one share of Company Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Issuer's Annual Report on Form 10-K, for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 28, 2023. |
| 15. Pursuant to the Merger Agreement, each warrant to purchase Company Common Stock was treated in accordance with its terms on and after the Effective Time and each warrant will convert into the right to receive, upon exercise of such warrant, the number of shares of Parent Common Stock equal to multiplying the number of shares of Company Common Stock subject to such warrant by the Exchange Ratio. |
| Remarks: |
| The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Ruben Gutierrez, Attorney-in-Fact | 01/09/2024 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||