Omid Farokhzad - Oct 4, 2024 Form 4 Insider Report for Seer, Inc. (SEER)

Signature
/s/ David Horn, by power of attorney
Stock symbol
SEER
Transactions as of
Oct 4, 2024
Transactions value $
$0
Form type
4
Date filed
10/7/2024, 06:50 AM
Previous filing
Jul 12, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SEER Employee Stock Option (right to buy) Disposed to Issuer -878K -100% 0 Oct 4, 2024 Class A Common Stock 878K $2.70 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Award +878K 878K Oct 4, 2024 Class A Common Stock 878K $2.00 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Disposed to Issuer -533K -100% 0 Oct 4, 2024 Class A Common Stock 533K $3.47 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Award +533K 533K Oct 4, 2024 Class A Common Stock 533K $2.00 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Disposed to Issuer -112 -100% 0 Oct 4, 2024 Class A Common Stock 112 $2.70 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Award +112 112 Oct 4, 2024 Class A Common Stock 112 $2.00 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Disposed to Issuer -65 -100% 0 Oct 4, 2024 Class A Common Stock 65 $3.47 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Award +65 65 Oct 4, 2024 Class A Common Stock 65 $2.00 Direct F1, F2, F3
transaction SEER Employee Stock Option (right to buy) Disposed to Issuer -584K -100% 0 Oct 4, 2024 Class A Common Stock 584K $19.00 Direct F2, F3, F4
transaction SEER Employee Stock Option (right to buy) Award +584K 584K Oct 4, 2024 Class A Common Stock 584K $2.00 Direct F2, F3, F4
transaction SEER Employee Stock Option (right to buy) Disposed to Issuer -87K -100% 0 Oct 4, 2024 Class A Common Stock 87K $60.15 Direct F2, F3, F5
transaction SEER Employee Stock Option (right to buy) Award +87K 87K Oct 4, 2024 Class A Common Stock 87K $2.00 Direct F2, F3, F5
transaction SEER Employee Stock Option (right to buy) Disposed to Issuer -650K -100% 0 Oct 4, 2024 Class A Common Stock 650K $4.59 Direct F2, F6, F7
transaction SEER Employee Stock Option (right to buy) Award +650K 650K Oct 4, 2024 Class A Common Stock 650K $2.00 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares underlying the option are fully vested are immediately exercisable.
F2 The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on October 4, 2024 (the "Effective Date"). The Option Repricing applies to nonstatutory options with exercise prices greater than $2.00 per share held by all continuing employees of the Issuer as of the Effective Date.
F3 Pursuant to the Option Repricing, the exercise price of the repriced options, including the reported option, has been amended to reduce the exercise price to $2.00 per share, the closing price of the Issuer's Class A common stock on the Effective Date. However, if an employee exercises a repriced option before the end of a "Retention Period" that begins on the Effective Date of the Option Repricing and ends on the earliest to occur of the following: (i) April 4, 2026; (ii) a Change in Control, as defined in the Issuer's Equity Incentive Plan, as amended (the "2020 Plan"); and (iii) the optionholder's death or Disability (as defined in the 2020 Plan), then the employee will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. There was no change to the vesting schedules, expiration dates or number of shares underlying the repriced options.
F4 One-fourth of the shares underlying the option vested on December 3, 2021 and the remaining shares vest in 36 equal monthly installments thereafter.
F5 One-fourth of the shares underlying the option vested on February 1, 2022 and the remaining shares vest in 36 equal monthly installments thereafter.
F6 The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Original Stock Price Hurdle") which requires that the Issuer achieve a stock price equal to or greater than 150% of the option exercise price during the period beginning on the grant date and ending on February 15, 2030 (the "Original Performance Period"). If the Original Stock Price Hurdle is achieved within the Original Performance Period, then one-fourth of the shares subject to the option vest on the date that achievement of the Original Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments.
F7 The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Stock Price Hurdle") which requires that the Issuer achieve a stock price equal to or greater than 150% of the option exercise price during the period beginning on the Effective Date and ending on February 15, 2030 (the "Performance Period"). If the Stock Price Hurdle is achieved within the Performance Period, then one-fourth of the shares subject to the option vest on the date that achievement of the Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments.