Director Casdin Partners Master Fund, L.P. bought $1,913,520 worth of shares (1,200,000 units at $1.59) (SEC Form 4)
$LAB
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
STANDARD BIOTOOLS INC. [ LAB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2024 | ||||||||||||||||||||||||||
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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 | 08/14/2024 | P(1) | 1,200,000 | A | $1.5946(2) | 51,775,821 | I | See footnote(3) | ||
| Common Stock | 545,000 | I | See footnote(4) | |||||||
| Common Stock | 13,939,637 | I | See footnote(5) | |||||||
| Common Stock | 2,781,432(6) | D(7) | ||||||||
| Common Stock | 2,744,219 | I | See footnote(8) | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The purchase of certain Shares reported herein were matchable under Section 16(b) of the Securities Exchange Act of 1934 with the sale of Shares at a price of $2.05 per share by an entity in which Casdin Capital, LLC ("Casdin"), Casdin Partners GP, LLC (the "GP") and Eli Casdin (collectively with Casdin and the GP, the "Disgorging Parties") had a pecuniary interest on the Disgorging Parties' Form 4 filed on June 21, 2024. The Disgorging Parties agree to pay to Issuer, upon settlement of the purchase, an additional $6.58 than the amount reported on the Disgorging Parties' Form 4 filed on August 6, 2024 and August 13, 2024, which represents the full amount of the profit realized by the Disgorging Parties, as a result of their pecuniary interest in the entity what made the sale referenced above, in connection with the short-swing transaction. |
| 2. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $1.5516 to $1.605. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. |
| 3. The securities are owned directly by Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Master Fund, (ii) the GP, the general partner of the Master Fund, and (iii) Eli Casdin, the managing member of Casdin and the GP. |
| 4. The securities are owned directly by Casdin Amplify Fund, LP ("Amplify") and are deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to Amplify, (ii) the GP, the general partner of Amplify, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. |
| 5. The securities are owned directly by Casdin Private Growth Equity Fund II, L.P. (the "Equity Fund II") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund II, and (ii) Eli Casdin, the managing member of Casdin. |
| 6. Includes Restricted Stock United ("RSUs"). Certain RSUs vest in full on the earlier to occur of June 28, 2025 and one day prior to the date of the Company's next annual meeting of stockholders, subject to the Reporting Person's continued service through the applicable vesting date and other RSUs vested as to 25% on July 23, 2024 and thereafter in two equal installments on the 15th day of the last month of each remaining fiscal quarter of 2024, subject to the Reporting Person's continued service through the applicable vesting date. |
| 7. The securities are owned directly by Eli Casdin. |
| 8. The securities are owned directly by Casdin Private Growth Equity Fund, L.P. (the "Equity Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund, and (ii) Eli Casdin, the managing member of Casdin. |
| Remarks: |
| Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| Casdin Private Growth Equity Fund II, L.P., By: Casdin Private Growth Equity Fund II GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| Casdin Private Growth Equity Fund GP II, LLC, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| Casdin Amplify Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| Casdin Private Growth Equity Fund, L.P., By: Casdin Private Growth Equity Fund GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| Casdin Private Growth Equity Fund GP, LLC, By: /s/ Eli Casdin, Managing Member | 08/16/2024 | |
| /s/ Eli Casdin, Eli Casdin | 08/16/2024 | |
| ** 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. | ||