Andrew Spaventa Form 3 Singular Genomics Systems / Andrew Spaventa 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Spaventa Andrew

(Last) (First) (Middle)

10931 N. TORREY PINES ROAD

SUITE#100

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2021

3. Issuer Name and Ticker or Trading Symbol
Singular Genomics Systems, Inc. [ OMIC ]

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

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

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)
Common Stock	4,613,571	I	By The Andrew K. Spaventa Living Trust dated April 9, 2014(1)

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
Series Seed Preferred Stock	(2)	(2)	Common Stock	362,266	0.00	I	By Axon Ventures X, LLC(3)
Series A Preferred Stock	(4)	(4)	Common Stock	201,155	0.00	I	By Axon Ventures X, LLC(3)
Series B Preferred Stock	(5)	(5)	Common Stock	152,463	0.00	I	By Axon Ventures X, LLC(3)
Employee Stock Option (right to buy)	(6)(7)	12/16/2029	Common Stock	1,286,429	0.63	I	By The Andrew K. Spaventa Living Trust dated April 9, 2014(1)
Convertible Promissory Note	(7)	(8)	Common Stock	173,144	17.6	I	By Axon Ventures X, LLC(3)

Explanation of Responses:

1. The Reporting Person is the trustee of The Andrew K. Spaventa Living Trust dated April 9, 2014 and has voting and dispositive power with respect to these shares.

2. The Series Seed Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series Seed Preferred Stock has no expiration date.

3. The shares are held directly by Axon Ventures X, LLC. The Reporting Person is a managing partner of Axon Ventures X, LLC and may be deemed to have shared voting and investment power over shares held by Axon Ventures X, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

4. The Series A Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

5. The Series B Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

6. Option granted under the Singular Genomics Systems, Inc. 2016 Stock Plan. The option shares vest and become exercisable in 48 equal monthly installments beginning on December 17, 2019.

7. The Convertible Note has a principal amount of $3,000,000.00, and accrues interest at the rate of 6% per annum compounded annually. The Convertible Note will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering at a conversion price of $17.60 per share.

8. The maturity date of the Convertible Note is the earlier to occur of (1) February 25, 2023 and (2) an Event of Default as defined in the related Note Purchase Agreement.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrew Spaventa	05/26/2021
	** 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.
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.