0001209191-24-001312.txt : 20240109 0001209191-24-001312.hdr.sgml : 20240109 20240109211806 ACCESSION NUMBER: 0001209191-24-001312 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240105 FILED AS OF DATE: 20240109 DATE AS OF CHANGE: 20240109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carey Thomas D. CENTRAL INDEX KEY: 0001574633 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40090 FILM NUMBER: 24524746 MAIL ADDRESS: STREET 1: 8 PAIGE STREET CITY: HINGHAM STATE: MA ZIP: 02043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SomaLogic, Inc. CENTRAL INDEX KEY: 0001837412 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 854298912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O SOMALOGIC, INC. STREET 2: 2945 WILDERNESS PLACE CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: (303) 625-9000 MAIL ADDRESS: STREET 1: C/O SOMALOGIC, INC. STREET 2: 2945 WILDERNESS PLACE CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: CM Life Sciences II Inc. DATE OF NAME CHANGE: 20201221 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2024-01-05 1 0001837412 SomaLogic, Inc. SLGC 0001574633 Carey Thomas D. C/O SOMALOGIC, INC. 2945 WILDERNESS PLACE BOULDER CO 80301 1 0 0 0 0 Stock Option (right to buy) 2.74 2024-01-05 4 D 0 185400 D 2033-06-07 Common Stock 185400 0 D The option vests as to 1/4th of the total grant on June 8, 2024, and thereafter 1/36th of the total grant vests monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date. On October 4, 2023, SomaLogic, Inc., a Delaware corporation (the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Standard BioTools Inc., a Delaware corporation ("Parent"), and Martis Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the "Merger Sub"). Pursuant to the Merger Agreement, on January 5, 2024, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"); and (Continued from Footnote 2) each option to purchase Company Common Stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger (the "Effective Time"), was converted into an option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Option as of immediately prior to the Effective Time, multiplied by (ii) 1.11 shares (the "Exchange Ratio") of the Parent's common stock, par value $0.001 (the "Parent Common Stock"), (Continued from Footnote 3) rounded down to the nearest whole number of shares of the Parent Common Stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Company Option by the Exchange Ratio, rounded up to the nearest whole cent. Each such Company Option shall continue to have, and be subject to, the same terms and conditions applicable to such Company Option immediately prior to the Effective Time, including vesting terms and provisions. /s/ Ruben Gutierrez, Attorney-in-Fact 2024-01-09