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^*

Roelke Alison Marie

(Last)

(First)

(Middle)

C/O SOMALOGIC, INC.

2945 WILDERNESS PLACE

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SomaLogic, Inc. [ SLGC ]

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

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

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		D		17,143	D	⁽¹⁾⁽²⁾	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)
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)	$5.71	01/05/2024		D			210,157	⁽³⁾	06/06/2032	Common Stock	210,157	⁽⁴⁾	0	D
Stock Option (Right to buy)	$2.3	01/05/2024		D			150,000	⁽⁵⁾	03/16/2033	Common Stock	150,000	⁽⁴⁾	0	D
Stock Option (Right to buy)	$2.04	01/05/2024		D			27,250	⁽⁶⁾	08/15/2033	Common Stock	27,250	⁽⁴⁾	0	D
Restricted Stock Unit	⁽⁷⁾	01/05/2024		D			19,005	⁽⁸⁾	⁽⁸⁾	Common Stock	19,005	⁽⁹⁾	0	D
Restricted Stock Unit	⁽⁷⁾	01/05/2024		D			50,250	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	50,250	⁽⁹⁾	0	D
Restricted Stock Unit	⁽⁷⁾	01/05/2024		D			25,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	25,000	⁽⁹⁾	0	D
Restricted Stock Unit	⁽⁷⁾	01/05/2024		D			15,900	⁽¹²⁾	⁽¹²⁾	Common Stock	15,900	⁽⁹⁾	0	D

Explanation of Responses:

1. 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").

2. (Continued from Footnote 1) At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.0001 per share (the "Company Common Stock"), was converted into the right to receive 1.11 shares (the "Exchange Ratio") of the Parent's common stock, par value $0.001(the "Parent Common Stock") and cash in lieu of fractional shares of the Parent Common Stock.

3. The option vested as to 1/4th of the total grant on June 7, 2023, 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.

4. Pursuant to the Merger Agreement, each option to purchase Company Common Stock (a "Company 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 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) the Exchange Ratio, 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.

5. The option vests as to 1/4th of the total grant on March 17, 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.

6. The option vests as to 1/4th of the total grant on August 16, 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.

7. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company Common Stock upon settlement for no consideration.

8. The RSUs vest as to 1/3rd of the total grant on each of September 13, 2023, September 13, 2024 and September 13, 2025, subject to the continued service of the Reporting Person on each vesting date.

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

10. The RSUs vest as to 1/4th of the total grant on each of November 9, 2023, November 9, 2024, November 9, 2025 and November 9, 2026, subject to the continued service of the Reporting Person on each vesting date.

11. The RSUs vest as to 1/4th of the total grant on each of March 17, 2024, March 17, 2025, March 17, 2026 and March 17, 2027, subject to the continued service of the Reporting Person on each vesting date.

12. The RSUs vest as to 1/4th of the total grant on each of August 16, 2024, August 16, 2025, August 16, 2026 and August 16, 2027, subject to the continued service of the Reporting Person on each vesting date.

Remarks:

	/s/ Ruben Gutierrez, 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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