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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STANDARD BIOTOOLS INC. [ LAB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/18/2024 | J(1) | 655,000 | A | $2.05 | 46,730,821 | I | See footnote.(2) | ||
| Common Stock | 06/18/2024 | J(3) | 545,000 | A | $2.05 | 545,000 | I | See footnote.(4) | ||
| Common Stock | 06/18/2024 | J(5) | 1,200,000 | D | $2.05 | 0 | I | See footnote.(6) | ||
| Common Stock | 13,939,637 | I | See footnote.(7) | |||||||
| Common Stock | 103,556 | D(8) | ||||||||
| Common Stock | 2,744,219 | I | See footnote.(9) | |||||||
| Common Stock | 3,774,000 | I | See footnote.(10) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
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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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. Represents a cross-trade, pursuant to which Casdin Partners FO1-MSV, LP ("Casdin FO1") transferred 655,000 shares of Common Stock to Casdin Partners Master Fund, L.P. (the "Master Fund"). |
| 2. The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP. |
| 3. Represents a cross-trade, pursuant to which Casdin FO1 transferred 545,000 shares of Common Stock to Casdin Amplify Fund, LP ("Amplify"). |
| 4. The securities are owned directly by Amplify and are deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to Amplify, (ii) the GP, the general partner of Amplify, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. |
| 5. Represents a cross-trade, pursuant to which Casdin FO1 transferred 1,200,000 shares of Common Stock to the Master Fund and Amplify. |
| 6. The securities were owned directly by Casdin FO1 and were deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to Casdin FO1, (ii) the GP, the general partner of Casdin FO1, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. |
| 7. The securities are owned directly by Casdin Private Growth Equity Fund II, L.P. (the "Equity Fund II") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund II, and (ii) Eli Casdin, the managing member of Casdin. |
| 8. The securities are owned directly by Eli Casdin. |
| 9. The securities are owned directly by Casdin Private Growth Equity Fund, L.P. (the "Equity Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund, and (ii) Eli Casdin, the managing member of Casdin. |
| 10. The securities are indirectly owned by Eli Casdin who has voting and investment discretion with respect to the securities. |
| Remarks: |
| Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| Casdin Private Growth Equity Fund II, L.P., By: Casdin Private Growth Equity Fund II GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| Casdin Private Growth Equity Fund GP II, LLC, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| Casdin Partners FO1-MSV, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| Casdin Private Growth Equity Fund, L.P., By: Casdin Private Growth Equity Fund GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| Casdin Private Growth Equity Fund GP, LLC, By: /s/ Eli Casdin, Managing Member | 06/21/2024 | |
| /s/ Eli Casdin, Eli Casdin | 06/21/2024 | |
| ** 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). | ||
| ** 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. | ||