SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mackay Sean

(Last)

(First)

(Middle)

C/O ISOPLEXIS CORPORATION

35 NE INDUSTRIAL RD

(Street)

BRANFORD

06405

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	799,200	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	10/31/2025	Common Stock	40,000⁽¹⁾	$0.2788	D
Stock Option (right to buy)	⁽²⁾	10/31/2025	Common Stock	80,000⁽²⁾	$0.2788	D
Stock Option (right to buy)	⁽³⁾	10/19/2026	Common Stock	52,000⁽³⁾	$0.44	D
Stock Option (right to buy)	⁽⁴⁾	10/04/2027	Common Stock	14,000⁽⁴⁾	$0.7263	D
Stock Option (right to buy)	⁽⁵⁾	10/04/2027	Common Stock	14,000⁽⁵⁾	$0.7263	D
Stock Option (right to buy)	⁽⁶⁾	10/04/2027	Common Stock	112,000⁽⁶⁾	$0.7263	D
Stock Option (right to buy)	⁽⁷⁾	01/15/2028	Common Stock	24,000⁽⁷⁾	$0.7263	D
Stock Option (right to buy)	⁽⁸⁾	02/11/2028	Common Stock	48,000⁽⁸⁾	$0.7263	D
Stock Option (right to buy)	⁽⁹⁾	06/28/2028	Common Stock	52,000⁽⁹⁾	$0.7263	D
Stock Option (right to buy)	⁽¹⁰⁾	09/26/2028	Common Stock	40,000⁽¹⁰⁾	$0.7263	D
Stock Option (right to buy)	⁽¹¹⁾	12/13/2028	Common Stock	96,000⁽¹¹⁾	$0.9625	D
Stock Option (right to buy)	⁽¹²⁾	04/14/2030	Common Stock	680,000⁽¹²⁾	$1.0275	D
Stock Option (right to buy)	⁽¹³⁾	06/07/2031	Common Stock	744,000⁽¹³⁾	$4.81	D

Explanation of Responses:

1. Represents 40,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on August 31, 2019 and the remainder vesting in 36 equal installments every month thereafter.

2. Represents 80,000 time-vesting options. Time-vesting options were subject to a four-year time-based vesting schedule, with 25% vested on May 25, 2017 and the remainder vested in 36 equal installments every month thereafter.

3. Represents 52,000 time-vesting options. Time-vesting options were subject to a four-year time-based vesting schedule, with 25% vested on October 20, 2017 and the remainder vested in 36 equal installments every month thereafter.

4. Represents 14,000 performance-vesting options. Performance-vesting options are subject to vesting based upon the achievement of a 2018 revenue target, which was achieved, and a four-year time-based vesting schedule, with 25% vested on December 26, 2019 and the remainder vesting in 36 equal installments every month thereafter.

5. Represents 14,000 performance-vesting options. Performance-vesting options are subject to vesting based upon the achievement of specified sales goals that remain outstanding and a four-year time-based vesting schedule, with 25% vesting on the first anniversary of the date the specified sales goals are achieved and the remainder vesting in 36 equal installments every month thereafter.

6. Represents 112,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on October 5, 2018 and the remainder vesting in 36 equal installments every month thereafter.

7. Represents 24,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on January 16, 2019 and the remainder vesting in 36 equal installments every month thereafter.

8. Represents 48,000 time-vesting options. Time-vesting options were subject to a four-year time-based vesting schedule, with 25% vested on August 1, 2018 and the remainder vested in 36 equal installments every month thereafter.

9. Represents 52,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on June 29, 2019 and the remainder vesting in 36 equal installments every month thereafter.

10. Represents 40,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on September 27, 2019 and the remainder vesting in 36 equal installments every month thereafter.

11. Represents 96,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on December 5, 2019 and the remainder vesting in 36 equal installments every month thereafter.

12. Represents 680,000 performance-vesting options. Performance-vesting options were subject to vesting based upon the achievement of certain 2020 revenue targets. On December 15, 2020, the board of directors of IsoPlexis Corporation fully accelerated the performance-vesting options such that such options became exercisable as of such date.

13. Represents 744,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vesting on June 8, 2022 and the remainder vesting in 36 equal installments every month thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Shane Sevier, attorney-in-fact for Sean Mackay	10/07/2021
	** 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 5 (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).
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