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

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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^*

Casdin Eli

(Last)

(First)

(Middle)

C/O STANDARD BIOTOOLS INC.

2 TOWER PLACE, STE 2000

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STANDARD BIOTOOLS INC. [ LAB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2024

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2024		A		3,807⁽¹⁾	A	⁽¹⁾	76,949	D
Common Stock	01/05/2024		A		3,807⁽²⁾	A	⁽³⁾	80,756	D
Common Stock	01/05/2024		A		7,548,000⁽⁴⁾	A	⁽⁴⁾	7,548,000	I	By CMLS Holdings II LLC⁽⁴⁾
Common Stock	01/05/2024		A		11,246,525⁽⁵⁾	A	⁽⁵⁾	11,246,525	I	By Casdin Partners Master Fund, L.P.⁽⁵⁾
Common Stock	01/05/2024		A		2,744,219⁽⁶⁾	A	⁽⁶⁾	2,744,219	I	By Casdin Private Growth Equity Fund, L.P.⁽⁶⁾
Common Stock								1,200,000	I	See Footnote⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)	$10.68	01/05/2024		A		51,842		⁽⁸⁾	10/26/2031	Common Stock	51,842	⁽⁹⁾	51,842	D
Stock Option (Right to buy)	$8.19	01/05/2024		A		22,866		⁽¹⁰⁾	02/29/2032	Common Stock	22,866	⁽⁹⁾	22,866	D
Stock Option (Right to buy)	$2.08	01/05/2024		A		22,866		⁽¹¹⁾	03/16/2033	Common Stock	22,866	⁽⁹⁾	22,866	D
Stock Option (Right to buy)	$4.3	01/05/2024		A		46,514		⁽¹²⁾	02/18/2031	Common Stock	46,514	⁽⁹⁾	46,514	D
Warrant to purchase common stock (Right to buy)	$11.5	01/05/2024		A		4,824,802⁽¹²⁾		10/01/2021	09/01/2026	Common Stock	4,824,802	⁽¹³⁾	4,824,802	I	CMLS Holdings LLC⁽¹²⁾

Explanation of Responses:

1. Received in exchange for 3,430 shares of common stock of SomaLogic, Inc. ("SomaLogic") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 4, 2023, by and among Standard BioTools Inc. (the "Company"), Martis Merger Sub, Inc. and SomaLogic (the "Merger"). Per the terms of the Merger, each share of SomaLogic common stock was converted into the right to receive 1.11 shares of the Company's common stock (the "Exchange Ratio") at the effective time of the Merger (the "Effective Time").

2. Represents Restricted Stock Units ("RSUs") that vest in four equal annual installments beginning March 17, 2024, subject to the Reporting Person's continued service through the applicable vesting date. Each RSU represents the right to receive one share of common stock upon vesting.

3. Pursuant to the Merger Agreement, each RSU convertible into shares of SomaLogic common stock (a "SomaLogic RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of common stock of the Company equal to the to the product of (i) the number of shares subject to such SomaLogic RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with the resulting number of shares of Company common stock rounded to the next nearest whole share. Except as noted above, each assumed SomaLogic RSU will continue to be governed by the same terms and conditions, including vesting terms and provision, as were applicable to such SomaLogic RSU immediately prior to the Effective Time.

4. Received in exchange for 6,800,000 shares of common stock of SomaLogic pursuant to the Merger. 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 III, 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 inlcude such shares and the warrants referenced in Table II.

5. Received in exchange for 10,132,055 shares of common stock of SomaLogic pursuant to the Merger. The shares reflected as beneficially owned by Casdin Partners Master Fund, L.P. in the table above are owned directly by Casdin Partners Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, L.P., (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.

6. Received in exchange for 2,472,270 shares of common stock of SomaLogic pursuant to the Merger. 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.

7. The securities are owned directly by Casdin Partners FO1-MSV, LP ("Casdin FO1") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin FO1, (ii) Casdin Partners GP, LLC, the general partner of Casdin FO1, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.

8. 25% of the shares underlying the option vested on October 27, 2022, with the remaining shares vesting in equal monthly installments thereafter starting on the 1st of the following month until fully vested, subject to the Reporting Person's continued service through the applicable vesting date.

9. Pursuant to the Merger Agreement, each option to purchase SomaLogic common stock (a "SomaLogic 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 common stock of the Company equal to the product of (i) the number of shares subject to such SomaLogic 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 Issuer's common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the SomaLogic Option by the Exchange Ratio, rounded up to the nearest whole cent. Except as noted above, each assumed SomaLogic Option will continue to be governed by the same terms and conditions, including vesting terms and provision, as were applicable to such SomaLogic Option immediately prior to the Effective Time.

10. This option is fully vested and currently exercisable.

11. 100% of the shares underlying the option vest on March 17, 2024, subject to the Reporting Person's continued service through the applicable vesting date.

12. 25% of the shares underlying the option vested on February 19, 2022, with the remaining shares vesting in equally monthly installments started on the 1st day of the following month until fully vested, subject to the Reporting Person's continued service through the applicable vesting date.

13. Pursuant to the Merger Agreement, each warrant to purchase SomaLogic 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 common stock of the Company equal to multiplying the number of shares of common stock of SomaLogic subject to such warrant by the Exchange Ratio. The securities are held of record by CMLS Holdings II. See footnote 4 for more information.

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/ Agnieszka Gallagher, 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).
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