Andrew Spaventa - May 26, 2021 Form 3 Insider Report for Singular Genomics Systems, Inc. (OMIC)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Andrew Spaventa
Stock symbol
OMIC
Transactions as of
May 26, 2021
Transactions value $
$0
Form type
3
Date filed
5/26/2021, 09:26 PM
Next filing
Jun 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OMIC Common Stock 4.61M May 26, 2021 By The Andrew K. Spaventa Living Trust dated April 9, 2014 F1

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
holding OMIC Series Seed Preferred Stock May 26, 2021 Common Stock 362K $0.00 By Axon Ventures X, LLC F2, F3
holding OMIC Series A Preferred Stock May 26, 2021 Common Stock 201K $0.00 By Axon Ventures X, LLC F3, F4
holding OMIC Series B Preferred Stock May 26, 2021 Common Stock 152K $0.00 By Axon Ventures X, LLC F3, F5
holding OMIC Employee Stock Option (right to buy) May 26, 2021 Common Stock 1.29M $0.63 By The Andrew K. Spaventa Living Trust dated April 9, 2014 F1, F6, F7
holding OMIC Convertible Promissory Note May 26, 2021 Common Stock 173K $17.60 By Axon Ventures X, LLC F3, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person is the trustee of The Andrew K. Spaventa Living Trust dated April 9, 2014 and has voting and dispositive power with respect to these shares.
F2 The Series Seed Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series Seed Preferred Stock has no expiration date.
F3 The shares are held directly by Axon Ventures X, LLC. The Reporting Person is a managing partner of Axon Ventures X, LLC and may be deemed to have shared voting and investment power over shares held by Axon Ventures X, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
F4 The Series A Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.
F5 The Series B Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.
F6 Option granted under the Singular Genomics Systems, Inc. 2016 Stock Plan. The option shares vest and become exercisable in 48 equal monthly installments beginning on December 17, 2019.
F7 The Convertible Note has a principal amount of $3,000,000.00, and accrues interest at the rate of 6% per annum compounded annually. The Convertible Note will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering at a conversion price of $17.60 per share.
F8 The maturity date of the Convertible Note is the earlier to occur of (1) February 25, 2023 and (2) an Event of Default as defined in the related Note Purchase Agreement.

Remarks:

Exhibit 24 - Power of Attorney