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