Crandell Keith Form 4 Quanterix / KEITH CRANDELL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quanterix Corp [ QTRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/16/2021		J(1)		189,311	D	$0.00	177,247	I	See footnote(2)
Common Stock	11/16/2021		J(1)		120,689	D	$0.00	113,003	I	See Footnote(3)
Common Stock	11/16/2021		J(1)(4)		9,952	A	$0.00	105,964	D
Common Stock	11/18/2021		J(1)		177,247	D	$0.00	0.00	I	See footnote(2)
Common Stock	11/18/2021		J(1)		113,003	D	$0.00	0.00	I	See Footnote(3)
Common Stock	11/18/2021		J(1)(4)		9,318	A	$0.00	115,282	D
Common Stock	01/03/2022		A		2,668(5)	A	$0.00	117,950(6)	D
Common Stock	01/03/2022		A		307(7)	A	$42.41(8)	118,257(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$42.41	01/03/2022		A		4,002(9)		12/31/2022	01/03/2032	Common Stock	4,002	$0.00	4,002	D

Explanation of Responses:

1. Distribution of Common Stock held by a limited partnership to its partners for no consideration.

2. These shares are directly held by ARCH Venture Fund VI, L.P. ("ARCH VI"). ARCH Venture Partners VI, L.P. ("GPLP"), the sole general partner of ARCH VI, may be deemed to beneficially own the shares held by ARCH VI. ARCH Venture Partners VI, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by ARCH VI. The Reporting Person is a managing director of the GPLLC and shares voting and investment control with respect to these shares. The Reporting Person may be deemed to beneficially own the shares held by ARCH VI. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.

3. These shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). ARCH Venture Partners VIII, LLC ("ARCH VIII LLC") the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. The Reporting Person is a managing director of the ARCH VIII LLC and shares voting and investment control with respect to these shares. The Reporting Person may be deemed to beneficially own the shares held by ARCH Overage. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any.

4. Change from indirect to direct ownership of shares previously reported as beneficially owned by the Reporting Person.

5. Represents restricted stock units that vest as to 100% of the shares on December 31, 2022 granted pursuant to the Quanterix Corporation 2018 Non-Employee Director Compensation Policy. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

6. Includes 2,668 restricted stock units.

7. Consists of stock granted in lieu of cash fees for service on the Company's Board of Directors and committees thereof for the fourth quarter of 2021.

8. Closing price of the Company's common stock on the Nasdaq Global Market on January 3, 2021.

9. Represents non-qualified stock option to purchase 4,002 shares of common stock granted pursuant to the Quanterix Corporation 2018 Non-Employee Director Compensation Policy.

Remarks:

	/s/ Brian Keane, as Attorney-in-Fact for Keith L. Crandell	01/05/2022
	** 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 4 (b)(v).
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