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    SEC Form 4 filed by Strahley John

    3/21/23 4:44:12 PM ET
    $ISO
    Biotechnology: Electromedical & Electrotherapeutic Apparatus
    Health Care
    Get the next $ISO alert in real time by email
    SEC FORM 4 SEC Form 4
    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    1. Name and Address of Reporting Person*
    Strahley John

    (Last) (First) (Middle)
    C/O ISOPLEXIS CORPORATION
    35 NE INDUSTRIAL ROAD

    (Street)
    BRANFORD CT 06405

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    IsoPlexis Corp [ ISO ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director 10% Owner
    X Officer (give title below) Other (specify below)
    Chief Financial Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    03/21/2023
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Rule 10b5-1(c) Transaction Indication

      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    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 03/21/2023 D 65,000 D (1) 0 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    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 $1.0275 03/21/2023 D 45,000 (3) 12/03/2029 Common Stock 45,000 (2) 0 D
    Stock Option $4.81 03/21/2023 D 100,000 (4) 06/07/2031 Common Stock 100,000 (2) 0 D
    Stock Option $3.43 03/21/2023 D 101,800 (5) 03/31/2032 Common Stock 101,800 (2) 0 D
    Explanation of Responses:
    1. On March 21, 2023, pursuant to the Agreement and Plan of Merger, dated as of December 21, 2022 (the Merger Agreement), by and among IsoPlexis Corporation, a Delaware corporation (IsoPlexis), Berkeley Lights, Inc., a Delaware corporation (Berkeley Lights), and Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Berkeley Lights, each share of common stock, par value $0.001, of IsoPlexis (IsoPlexis Common Stock) reported in this Form 4 was converted into the right to receive 0.6120 fully paid and nonassessable shares of common stock, par value $0.00005, of Berkeley Lights (Berkeley Lights Common Stock), together with cash in lieu of fractional shares of Berkeley Lights Common Stock, if any, and any unpaid dividends or other distributions.
    2. On March 21, 2023, pursuant to the Merger Agreement, each IsoPlexis stock option (whether vested or unvested) reported in this Form 4 (a) if the per-share exercise price was equal to or greater than the average closing trading price for a share of IsoPlexis Common Stock rounded to the nearest one-tenth of a cent, as reported on The Nasdaq Stock Market LLC for the five most recent trading days ending on and including the third business day prior to March 20, 2023 (the Company Trading Price), was canceled for no consideration and (b) if the per-share exercise price was less than the Company Trading Price, was converted into a Berkeley Lights stock option of approximately equivalent value and generally on the same terms and conditions.
    3. Vested 25% on December 20, 2020 and thereafter in 36 equal monthly installments.
    4. Vested 25% on June 8, 2022 and thereafter in 36 equal monthly installments.
    5. Vests 25% on March 31, 2023 and thereafter in 36 equal monthly installments.
    /s/ John Strahley 03/21/2023
    ** 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.
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