ARCH Venture Fund VIII Overage Form 4 Quanterix / CLINTON BYBEE 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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X

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^*

ARCH VENTURE FUND VI LP

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2020

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

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

	Form filed by One Reporting Person
X	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	11/20/2020		J(1)		229,006	D	$0	2,182,995	I	See Footnote(2)
Common Stock	11/20/2020		J(1)		145,994	D	$0	1,391,690	I	See Footnote(3)
Common Stock	11/20/2020		J(1)(4)		854	A	$0	854	D(5)
Common Stock	11/20/2020		J(1)(4)		853	A	$0	853	D(6)
Common Stock	11/24/2020		J(1)		277,514	D	$0	1,905,481	I	See Footnote(2)
Common Stock	11/24/2020		J(1)		176,920	D	$0	1,214,770	I	See Footnote(3)
Common Stock	11/24/2020		J(1)(4)		1,034	A	$0	1,888	D(5)
Common Stock	11/24/2020		J(1)(4)		1,036	A	$0	1,889	D(6)

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

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND VI LP

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Fund VIII Overage, L.P.

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS VI LP

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 606031

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS VI LLC

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 606031

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH Venture Partners VIII, LLC

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 606031

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last) (First) (Middle)

C/O ARCH VENTURE PARTNERS IX, LLC

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

8755 W. HIGGINS ROAD, SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

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. As managing directors of GPLLC, each of Robert Nelsen and Clinton Bybee (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by ARCH VI. Each of GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

3. 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, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by ARCH Overage. Each of ARCH VIII LLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

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

5. Shares owned by Nelsen.

6. Shares owned by Bybee.

	/s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Fund VI, L.P.	11/24/2020
	/s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Fund VIII Overage, L.P.	11/24/2020
	/s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Partners VI, L.P.	11/24/2020
	/s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Partners VI, LLC	11/24/2020
	/s/ Mark McDonnell, as Attorney-in-Fact for ARCH Venture Partners VIII, LLC	11/24/2020
	/s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee	11/24/2020
	/s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen	11/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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