| 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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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Telesis Bio Inc. [ TBIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/22/2023 | A | 47,700(1) | A | $0 | 178,996 | D | |||
| Common Stock | 03/01/2024 | F(2) | 4,756 | D | $0.528 | 174,240 | D | |||
| Common Stock | 6,000,000 | I | See footnote(3) | |||||||
| Common Stock | 122,516 | I | See footnote(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $1.66 | 06/22/2023 | A | 385,500 | (5) | 06/22/2032 | Common Stock | 385,500 | $0 | 385,500 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was granted restricted stock units ("RSUs"), which represent a contingent right to receive one share of Issuer's Common Stock for each RSU. Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Stock Incentive Plan (the "Plan")) through each applicable vesting date, 25% of the RSUs shall vest on each of March 1, 2024, March 1, 2025, March 1, 2026, and March 1, 2027. |
| 2. Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of RSUs. |
| 3. Shares held of record by GATTACA Mining LLC ("GATTACA"). The Reporting Person is the managing member of GATTACA and may be deemed to have voting and dispositive power over the shares held by GATTACA. |
| 4. Shares held of record by M-185 Corporation ("M-185"). The Reporting Person is the majority owner of M-185 and may be deemed to have voting and dispositive power over the shares held by M-185. |
| 5. Subject to the Reporting Person's continuing as a Service Provider (as defined in the Plan) through each applicable vesting date, twenty-five percent (25%) of the shares subject to the option shall vest on March 1, 2024, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter. |
| /s/ Rob Cutler, as Attorney-in-Fact | 03/05/2024 | |
| ** 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 4 (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. | ||
