Gregory P. Ho Form 3 IsoPlexis / Gregory P. Ho ownership change

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^*

Ho Gregory P.

(Last)

(First)

(Middle)

C/O ISOPLEXIS CORPORATION

35 NE INDUSTRIAL RD

(Street)

BRANFORD

06405

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO ]

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

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

5. 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 Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	860,832	⁽¹⁾	I	See Note 2⁽²⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	317,808	⁽¹⁾	I	See Note 2⁽²⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	699,184	⁽¹⁾	I	See Note 3⁽³⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	63,560	⁽¹⁾	I	See Note 4⁽⁴⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	588,568	⁽¹⁾	I	See Note 2⁽²⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	427,840	⁽¹⁾	I	See Note 3⁽³⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	674,776	⁽¹⁾	I	See Note 2⁽²⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	379,224	⁽¹⁾	I	See Note 3⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	631,992	⁽¹⁾	I	See Note 2⁽²⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	198,664	⁽¹⁾	I	See Note 3⁽³⁾
Series C-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	412,176	⁽¹⁾	I	See Note 2⁽²⁾
Series C-2 Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	412,176	⁽¹⁾	I	See Note 3⁽³⁾

Explanation of Responses:

1. Shares of Series A Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series A-2 Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series B Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series B-2 Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series C Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer and Series C-2 Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer (collectively, the "Preferred Stock") convert on a one-for-eight basis into shares of Common Stock of the Issuer at the option of the holder at any time and convert automatically upon the closing of the Issuer's initial public offering (the "IPO"). The Preferred Stock has no expiration date.

2. The Reporting Person is a managing member of Spring Mountain Capital G.P., LLC, a Delaware limited liability company ("SMC GP"). SMC GP is the managing member of SMC Growth Capital II GP, LLC, a Delaware limited liability company ("GCII GP"). GCII GP is the general partner of SMC Growth Capital Partners II, LP ("GCII"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GCII in which the Reporting Person has no pecuniary interest.

3. The Reporting Person is a managing member of SMC GP. SMC GP is the managing member of SMC Private Equity Holdings G.P., LLC, a Delaware limited liability company ("PEH GP"). PEH GP is the general partner of SMC Private Equity Holdings, LP ("PEH"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by PEH in which the Reporting Person has no pecuniary interest.

4. The Reporting Person is a managing member of SMC Holdings II G.P., LLC, a Delaware limited liability company ("Holdings GP"). Holdings GP is the general partner of SMC Holdings II, LP ("Holdings"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Holdings in which the Reporting Person has no pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Shane Sevier, attorney-in-fact for Gregory P. Ho	10/07/2021
	** 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.
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Gregory P. Ho Form 3IsoPlexis / Gregory P. Ho ownership change