UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SomaLogic, Inc. |
| (Name of Issuer) |
Common stock, $0.0001 par value per share |
| (Title of Class of Securities) |
83444K105 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 83444K105 | SCHEDULE 13G | Page 2 of 5 |
| 1 | NAME OF REPORTING PERSON
Lawrence Marshall Gold | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
1,582,225 |
| 6 | SHARED VOTING POWER
-0- | |
| 7 | SOLE DISPOSITIVE POWER
1,582,225 | |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,627,197 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9% | |
| 12 | TYPE OF REPORTING PERSON
IN |
| CUSIP No. 83444K105 | SCHEDULE 13G | Page 3 of 5 |
| Item 1. | (a) | Name of Issuer: |
| SomaLogic, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 2945 Wilderness Place, Boulder, CO 80301 | ||
| Item 2. | (a) | Name of Person Filing: |
| This statement is filed on behalf of Mr. Lawrence Marshall Gold (the “Reporting Person”). | ||
| (b) | Address of Principal Business Office or, if none, Residence: | |
| The principal business address of the Reporting Person is: | ||
| 1033 5th Street, Boulder, CO 80302. | ||
| (c) | Citizenship: | |
| Mr. Gold is a citizen of the United States of America. | ||
| (d) | Titles of Classes of Securities:
| |
| Common Stock, par value $0.0001 per share (“Common Stock”). | ||
| (e) | CUSIP Number: | |
| 83444K105 | ||
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): | |
| Not applicable. | ||
| Item 4. | Ownership
(a), (b) and (c) | |
Mr. Gold may be deemed the beneficial owner of 3,627,197 share of Common Stock (1.9% of the outstanding shares of Common Stock) consisting of (i) 1,582,225 shares of Common Stock held directly, and over which he exercises sole voting and dispositive control and (ii) 2,044,972 shares of Common Stock held of record by the Lawrence M. Gold 2003 Irrevocable Trust, which he may be deemed to beneficially own. Mr. Gold disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein..
Percentage ownership is based on 187,525,985 shares of common stock outstanding as of November 4, 2022, as reported in SomaLogic Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2022. | ||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒. | ||
| CUSIP No. 83444K105 | SCHEDULE 13G | Page 4 of 5 |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| Not Applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable. | |
| Item 10. | Certification. |
The Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 83444K105 | SCHEDULE 13G | Page 5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2023
| /s/ Lawrence Marshall Gold | |||
| Lawrence Marshall Gold |