Jason Ryan - Jan 5, 2024 Form 4 Insider Report for SomaLogic, Inc. (SLGC)

Role
Director
Signature
/s/ Ruben Gutierrez, Attorney-in-Fact
Stock symbol
SLGC
Transactions as of
Jan 5, 2024
Transactions value $
$0
Form type
4
Date filed
1/9/2024, 09:53 PM
Previous filing
Jan 3, 2024
Next filing
Jan 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 SLGC Stock Option (right to buy) Disposed to Issuer -185K -100% 0 Jan 5, 2024 Common Stock 185K $2.74 Direct F1, F2, F3, F4
transaction SLGC Stock Option (right to buy) Disposed to Issuer -14.7K -100% 0 Jan 5, 2024 Common Stock 14.7K $2.74 Direct F2, F3, F4, F5
transaction SLGC Restricted Stock Unit (RSU) Disposed to Issuer -3.4K -100% 0 Jan 5, 2024 Common Stock 3.4K Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jason Ryan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The option vests as to 1/4th of the total grant on June 8, 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.
F2 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"); and
F3 (Continued from Footnote 2) each option to purchase Company Common Stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the effective time of the Merger (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) 1.11 shares (the "Exchange Ratio") of the Parent's common stock, par value $0.001 (the "Parent Common Stock"),
F4 (Continued from Footnote 3) 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 shall be 100% vested on June 8, 2024, subject to the continued service of the Reporting Person on such vesting date.
F6 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company Common Stock upon settlement for no consideration.
F7 The RSUs shall be 100% vested on June 8, 2024, subject to the continued service of the Reporting Person on such vesting date.
F8 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.