James Rothman - Oct 2, 2023 Form 4 Insider Report for Bruker Cellular Analysis, Inc. (CELL)

Role: Director, Former Director
Signature: /s/ Christine Nassi, Attorney-in-fact for James Rothman
Stock symbol: CELL
Transactions as of: Oct 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/3/2023, 02:33 PM
Previous filing: Aug 1, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CELL	Common Stock	Disposed to Issuer		-119K	-100%		0	Oct 2, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 2, 2023, pursuant to the Agreement and Plan of Merger dated as of August 17, 2023 (the "Merger Agreement"), by and among Bruker Corporation ("Bruker"), Bird Mergersub Corporation ("Merger Sub") and PhenomeX, Inc. (the "Company"), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Bruker (the "Merger"), and each outstanding share of Common Stock, par value $0.00005 per share ("Common Stock") held by the Reporting Person was cancelled and converted into the right to receive $1.00 per share in cash (the "Merger Consideration").
F2	Pursuant to the Merger, the Reporting Person disposed of all shares of Common Stock beneficially owned by him in exchange for the Merger Consideration.

Content

On October 2, 2023, pursuant to the Agreement and Plan of Merger dated as of August 17, 2023 (the "Merger Agreement"), by and among Bruker Corporation ("Bruker"), Bird Mergersub Corporation ("Merger Sub") and PhenomeX, Inc. (the "Company"), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Bruker (the "Merger"), and each outstanding share of Common Stock, par value $0.00005 per share ("Common Stock") held by the Reporting Person was cancelled and converted into the right to receive $1.00 per share in cash (the "Merger Consideration").

Pursuant to the Merger, the Reporting Person disposed of all shares of Common Stock beneficially owned by him in exchange for the Merger Consideration.