| 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) 12/06/2017 | 3. Issuer Name and Ticker or Trading Symbol Quanterix Corp [ QTRX ] | |||||||||||||
| 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 | ||||
| Series A-1 Preferred Stock | (1) | (2) | Common Stock | 398,257 | (3) | D(4) | |
| Series A-2 Preferred Stock | (1) | (2) | Common Stock | 1,045,426 | (3) | D(4) | |
| Series B Preferred Stock | (1) | (2) | Common Stock | 477,042 | (3) | D(4) | |
| Series C Preferred Stock | (1) | (2) | Common Stock | 109,769 | (3) | D(4) | |
| Series D Preferred Stock | (1) | (2) | Common Stock | 381,507 | (3) | D(4) | |
| Series D Preferred Stock | (1) | (2) | Common Stock | 1,271,684 | (3) | D(5) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares are convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election. |
| 2. Not applicable. |
| 3. The shares of preferred stock will convert into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock will convert on a 1-for-3.214 basis and such conversion rate is reflected in the amount of common stock underlying the security. |
| 4. The shares are held of record by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"), which may be deemed to beneficially own the shares held by ARCH Fund VI. The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"), which may be deemed to beneficially own the shares held by ARCH Fund VI. ARCH Partners VI and ARCH VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. As managing directors of ARCH VI LLC, Clinton Bybee and Robert Nelsen may be deemed to beneficially own the shares held by ARCH Fund VI. Messrs. Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 5. The shares are held of record by ARCH Venture Fund VIII Overage, L.P. ("ARCH Fund Overage"). The sole general partner of ARCH Fund Overage is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"), which may be deemed to beneficially own the shares held by ARCH Fund Overage. ARCH VIII LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. As managing directors of ARCH VIII LLC, Clinton Bybee and Robert Nelsen may be deemed to beneficially own the shares held by ARCH Fund Overage. Messrs. Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| /s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Fund VI, L.P. | 12/06/2017 | |
| /s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Fund VIII Overage, L.P. | 12/06/2017 | |
| /s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Partners VI, L.P. | 12/06/2017 | |
| /s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Partners VI, LLC | 12/06/2017 | |
| /s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Partners VIII, LLC | 12/06/2017 | |
| /s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee | 12/06/2017 | |
| /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen | 12/06/2017 | |
| ** 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. | ||
