| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SLGC | Common Stock | Disposed to Issuer | -78.4K | -100% | 0 | Jan 5, 2024 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SLGC | Stock Option (Right to buy) | Disposed to Issuer | -46.7K | -100% | 0 | Jan 5, 2024 | Common Stock | 46.7K | $11.85 | Direct | F3, F4 | ||
| transaction | SLGC | Stock Option (Right to buy) | Disposed to Issuer | -20.6K | -100% | 0 | Jan 5, 2024 | Common Stock | 20.6K | $9.08 | Direct | F4, F5 | ||
| transaction | SLGC | Stock Option (Right to buy) | Disposed to Issuer | -885K | -100% | 0 | Jan 5, 2024 | Common Stock | 885K | $2.88 | Direct | F4, F6 | ||
| transaction | SLGC | Stock Option (Right to buy) | Disposed to Issuer | -172K | -100% | 0 | Jan 5, 2024 | Common Stock | 172K | $2.30 | Direct | F4, F7 | ||
| transaction | SLGC | Warrant to purchase common stock (Right to buy) | Disposed to Issuer | -167K | -100% | 0 | Jan 5, 2024 | Common Stock | 167K | $11.50 | Direct | F8, F9 | ||
| transaction | SLGC | Restricted Stock Unit | Disposed to Issuer | -28.5K | -100% | 0 | Jan 5, 2024 | Common Stock | 28.5K | Direct | F10, F11, F12 |
Troy Cox is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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"). |
| F2 | (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. |
| F3 | The option vested as to 1/4th of the total grant on October 27, 2022, 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. |
| F4 | 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. |
| F5 | The option is fully vested and exercisable. |
| F6 | The option vested as to 1/3rd of the total grant on October 17, 2023, and thereafter 1/24th 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. |
| F7 | 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. |
| F8 | Each warrant is exercisable to purchase one share of Company Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Issuer's Annual Report on Form 10-K, for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 28, 2023. |
| F9 | Pursuant to the Merger Agreement, each warrant to purchase Company Common Stock was treated in accordance with its terms on and after the Effective Time and each warrant will convert into the right to receive, upon exercise of such warrant, the number of shares of Parent Common Stock equal to multiplying the number of shares of Company Common Stock subject to such warrant by the Exchange Ratio. |
| F10 | Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company Common Stock upon settlement for no consideration. |
| F11 | 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. |
| F12 | 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. |