Sec Form 13G Filing - Spaventa Andrew filing for Singular Genomics Systems Inc. (OMIC) - 2022-02-14

The remainder of this cover page shall be filled out for 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 the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Andrew Spaventa

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  4,455,625(1)

  Shared Voting Power

  173,144(2)

  Sole Dispositive Power

  4,455,625(1)

  Shared Dispositive Power

  173,144(2)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  4,628,769(1)(2)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  6.4%(3)

  Type of Reporting Person (see instructions)

  IN

Consists of the following: (i) 4,413,571 shares of Common Stock held by The Andrew K. Spaventa Living Trust dated April 9, 2014 (the “Spaventa Living Trust”); and (ii) 42,054 shares of Common Stock issuable pursuant to options held by the Spaventa Living Trust that have vested or will vest within 60 days of December 31, 2021. Mr. Spaventa is a trustee of the Spaventa Living Trust and has voting and dispositive power with respect to these shares.

Consists of 173,144 shares of Common Stock held by Axon Holdings, LLC. Axon Managers, LLC is the managing member of Axon Holdings, LLC and Mr. Spaventa is a managing member of Axon Managers, LLC. Mr. Spaventa may be deemed to have shared voting and dispositive power over the shares held by Axon Holdings, LLC. Mr. Spaventa disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

Based on 72,058,523 shares of Common Stock outstanding as of October 31, 2021 as reported on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 9, 2021.

Address of Issuer’s Principal Executive Offices:

10931 N. Torrey Pines Road, Suite 100

La Jolla, CA 92037

Name of Person Filing:

Andrew Spaventa

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Persons is:

10931 N. Torrey Pines Road, Suite 100

La Jolla, CA 92037

Citizenship:

United States of America

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

(a) ☐Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b) ☐Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) ☐An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f) ☐An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g) ☐A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h) ☐A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k) ☐Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

Percent of class:

See Row 11 of cover page for each Reporting Person.

Sole power to vote or to direct the vote

See Row 5 of cover page for each Reporting Person.

Shared power to vote or to direct the vote

See Row 6 of cover page for each Reporting Person.

Sole power to dispose or to direct the disposition of

See Row 7 of cover page for each Reporting Person.

Shared power to dispose or to direct the disposition of

See Row 8 of cover page for each Reporting Person.

/s/ Andrew Spaventa