SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2021 | 3. Issuer Name and Ticker or Trading Symbol SomaLogic, Inc. [ SLGCW ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | (1) | 05/11/2030 | Class A Common Stock, par value $0.0001 | 16,762(3) | 4.7728 | D | |
| Employee Stock Option (Right to Buy) | (2) | 05/11/2030 | Class A Common Stock, par value $0.0001 | 33,524(3) | 4.7728 | D | |
| Employee Stock Option (Right to Buy) | (1) | 02/18/2031 | Class A Common Stock, par value $0.0001 | 20,952(3) | 4.7728 | D | |
| Explanation of Responses: |
| 1. The shares underlying the option vest in 12 equal monthly installments starting on the 1st of the first full month following the date of the grant. |
| 2. 25% of the shares underlying the option vest one year after the grant data, then the remaining shares vest in monthly installments thereafter starting on the 1st of following full month until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
| 3. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as CM Life Sciences II, Inc. or "CMLS") and SomaLogic, Inc. ("SomaLogic"), among other things, each share of SomaLogic Class B common stock converted pursuant to the terms of such stock into shares of the Issuer's Class A Common Stock (the "Exchange Ratio"). In addition, each outstanding SomaLogic equity award was automatically converted into a corresponding equity award of the Issuer based on the Exchange Ratio and with the same terms and vesting conditions as the SomaLogic equity awards. |
| /s/ Ruben Gutierrez, Attorney-in-Fact | 09/10/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||