Adam Taich - 05 Jan 2024 Form 4 Insider Report for SomaLogic, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
09 Jan 2024, 21:54:27 UTC
Prior SEC filing
12 Jun 2023
Next SEC filing
20 Aug 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Ruben Gutierrez, Attorney-in-Fact

Key filing fact

Adam Taich filed Form 4 for SomaLogic, Inc. on 09 Jan 2024.

Key facts

  • This page summarizes Adam Taich's Form 4 filing for SomaLogic, Inc..
  • 12 reported transactions and 11 derivative rows are listed below.
  • Accepted by SEC: 09 Jan 2024, 21:54.

Change

  • Previous filing in this sequence was filed on 12 Jun 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SLGC transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-48,425
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SLGC transaction Derivative

Stock Option (Right to buy)

Disposed to Issuer

Transaction value
Shares
-185,812
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
185,812
Exercise price
$13.27
Footnotes
F3, F4
SLGC transaction Derivative

Stock Option (Right to buy)

Disposed to Issuer

Transaction value
Shares
-110,000
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
110,000
Exercise price
$9.08
Footnotes
F4, F5
SLGC transaction Derivative

Stock Option (Right to buy)

Disposed to Issuer

Transaction value
Shares
-145,000
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
145,000
Exercise price
$3.79
Footnotes
F4, F6
SLGC transaction Derivative

Stock Option (Right to buy)

Disposed to Issuer

Transaction value
Shares
-150,000
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
150,000
Exercise price
$2.30
Footnotes
F4, F7
SLGC transaction Derivative

Stock Option (Right to buy)

Disposed to Issuer

Transaction value
Shares
-95,000
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
95,000
Exercise price
$2.33
Footnotes
F4, F8
SLGC transaction Derivative

Stock Option (Right to buy)

Disposed to Issuer

Transaction value
Shares
-855,000
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
855,000
Exercise price
$2.74
Footnotes
F4, F9
SLGC transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-13,875
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
13,875
Exercise price
Footnotes
F10, F11, F12
SLGC transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-98,093
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
98,093
Exercise price
Footnotes
F10, F12, F13
SLGC transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-53,250
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
53,250
Exercise price
Footnotes
F10, F12, F14
SLGC transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-25,000
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
25,000
Exercise price
Footnotes
F10, F12, F15
SLGC transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares
-592,000
Change %
-100%
Price
Shares after
0
Date
05 Jan 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
592,000
Exercise price
Footnotes
F10, F12, F16
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Adam Taich is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 16 footnotes

Footnote 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").

Footnote 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.

Footnote F3

The option vested as to 1/4th of the total grant on November 10, 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.

Footnote 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.

Footnote F5

The option vested as to 1/4th of the total grant on March 1, 2023, 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.

Footnote F6

The option vested as to 1/4th of the total grant on September 13, 2023, 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.

Footnote 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.

Footnote F8

The option vests as to 1/4th of the total grant on March 24, 2024, and thereafter 1/20th 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.

Footnote F9

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.

Footnote F10

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company Common Stock upon settlement for no consideration.

Footnote F11

The RSUs vest as to 1/4th of the total grant on each of March 1, 2023, March 1, 2024, March 1, 2025 and March 1, 2026, subject to the continued service of the Reporting Person on each vesting date.

Footnote 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.

Footnote F13

The RSUs vest as to 1/3rd of the total grant on each of September 13, 2023, September 13, 2024 and September 13, 2025, subject to the continued service of the Reporting Person on each vesting date.

Footnote F14

The RSUs vest as to 1/4th of the total grant on each of September 13, 2023, September 13, 2024 and September 13, 2025 and September 13, 2026, subject to the continued service of the Reporting Person on each vesting date.

Footnote F15

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.

Footnote F16

The RSUs vest as to 1/4th of the total grant on each of June 8, 2024, June 8, 2025, June 8, 2026 and June 8, 2027, subject to the continued service of the Reporting Person on each vesting date.

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