Chief Executive Officer Spaventa Andrew returned 143,310 shares to the company, closing all direct ownership in the company (SEC Form 4)
$OMIC
Biotechnology: Laboratory Analytical Instruments
Industrials
| 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
Singular Genomics Systems, Inc. [ OMIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2025 | ||||||||||||||||||||||||||
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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 | 02/21/2025 | D | 325 | D | (1) | 0 | D | |||
| Common Stock | 02/21/2025 | D | 5,271 | D | (2) | 137,629 | I | By The Andrew K. Spaventa Living Trust dated April 9, 2014 | ||
| Common Stock | 02/21/2025 | D | 137,629 | D | (1) | 0 | I | By The Andrew K. Spaventa Living Trust dated April 9, 2014 | ||
| Common Stock | 02/21/2025 | D | 85 | D | (1) | 0 | I | By Axon Holdings, LLC(3) | ||
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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) | $18.9 | 02/21/2025 | D | 42,881 | (4)(5) | 12/16/2029 | Common Stock | 42,881 | $1.1(5) | 0 | I | By The Andrew K. Spaventa Living Trust dated April 9, 2014 | |||
| Stock Option (Right to Buy) | $225 | 02/21/2025 | D | 33,333 | (4)(5) | 03/04/2032 | Common Stock | 33,333 | $0(5) | 0 | I | By The Andrew K. Spaventa Living Trust dated April 9, 2014 | |||
| Stock Option (Right to Buy) | $38.4 | 02/21/2025 | D | 15,555 | (4)(5) | 03/15/2033 | Common Stock | 15,555 | $0(5) | 0 | I | By The Andrew K. Spaventa Living Trust dated April 9, 2014 | |||
| Restricted Stock Unit | (6) | 02/21/2025 | D | 4,374 | (7) | (7) | Common Stock | 4,374 | $20 | 0 | D | ||||
| Restricted Stock Unit | (6) | 02/21/2025 | D | 22,874 | (8) | (8) | Common Stock | 22,874 | $20 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 22, 2024 (the "Merger Agreement"), by and among the Issuer, Singular Genomics Parent, LLC, a Delaware limited liability company, and Saturn Merger Sub, Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were cancelled and automatically converted into the right to receive $20.00 per share in cash, without interest, less all applicable deductions and withholdings (the "Merger Consideration"). |
| 2. In connection with the merger described in footnote 1, and pursuant to that certain Contribution and Exchange Agreement, dated February 21, 2025, by and between Parent, the Reporting Person, and The Andrew K. Spaventa Living Trust dated April 9, 2014 (the "Rollover Investor"), the Rollover Investor contributed such shares to Parent. |
| 3. The shares are held directly by Axon Holdings, LLC. The managing member of Axon Holdings, LLC is Axon Managers, LLC. The Reporting Person is a managing member of Axon Managers, LLC and may be deemed to have shared voting and investment power over the shares held by Axon Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 4. As of the Effective Time, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable. |
| 5. Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in footnote (4), each vested stock option was cancelled and automatically converted into the right to receive an amount in cash determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable exercise price of such option by (y) the number of vested shares subject to such option (the "Option Payment"), less all applicable deductions and withholdings; provided, however, that the Option Payment for each option with an exercise price equal to or greater than $20.00 was $0 and such option was cancelled for no consideration. |
| 6. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| 7. The RSU was subject to a service-based vesting condition over a four year period in 16 equal quarterly installments measured from March 15, 2023. As of the Effective Time, any remaining unvested portion of such award was accelerated. Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in the preceding sentence, each vested RSU was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $20.00 in cash. |
| 8. The RSU was subject to a service-based vesting condition over a four year period in 16 equal quarterly installments measured from February 12, 2024. As of the Effective Time, any remaining unvested portion of such award was accelerated. Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in the preceding sentence, each vested RSU was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $20.00 in cash. |
| /s/ Dalen Meeter, Attorney-in-Fact | 02/21/2025 | |
| ** 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. | ||