Bruker Cellular Analysis (CELL) Form 3 Initial statement of insider ownership

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^*

BRUKER CORP

(Last) (First) (Middle)

40 MANNING ROAD

(Street)

BILLERICA MA 01821

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2023

3. Issuer Name and Ticker or Trading Symbol
Bruker Cellular Analysis, Inc. [ CELL ]

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

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)

	Form filed by One Reporting Person
X	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)
Common Stock	81,254,441(1)(2)	I	By subsidiary(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BRUKER CORP

(Last) (First) (Middle)

40 MANNING ROAD

(Street)

BILLERICA MA 01821

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bird Mergersub Corp

(Last) (First) (Middle)

40 MANNING ROAD

(Street)

BILLERICA MA 01821

(City) (State) (Zip)

Explanation of Responses:

1. On August 17, 2023, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bruker Corporation ("Bruker") and Bird Mergersub Corporation, a wholly owned subsidiary of Bruker ("Purchaser"). The Merger Agreement provided that Bruker will acquire the Issuer through a cash tender offer (the "Offer") by Purchaser for all of the Issuer's outstanding shares of common stock, par value $0.00005 per share.

2. As of one minute past 11:59 p.m., New York City time, on September 28, 2023, the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer. Following the expiration of the Offer, Purchaser merged with and into the Issuer on October 2, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Purchaser issued and outstanding immediately before October 2, 2023 automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Issuer (representing 1,000 shares in the aggregate) (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Bruker. As a result of the Offer and the Merger, Bruker acquired a total of 1,000 shares of common stock in exchange for $99,711,327 in cash.

3. Purchaser is a wholly owned subsidiary of Bruker.

Remarks:

	/s/ J. Brent Alldredge, Senior Vice President, General Counsel and Corporate Secretary, on behalf of Bruker Corporation	10/03/2023
	/s/ J. Brent Alldredge, Secretary, on behalf of Bird Mergersub Corporation	10/03/2023
	** 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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