Sec Form 3 Filing - Novalis LifeSciences Investments II GP, LLC @ Telesis Bio Inc. - 2023-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Novalis LifeSciences Investments II GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Telesis Bio Inc. [ TBIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1 LIBERTY LANE E, SUITE 112
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2023
(Street)
HAMPTON, NH03842
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Redeemable Convertible Preferred Stock $ 2.3633 ( 1 ) ( 1 ) Common Stock 6,558,625 ( 1 ) I See footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 2.5996 06/05/2023 06/05/2030 Common Stock 6,558,626 ( 2 ) I See footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 2.5996 06/05/2023 06/05/2025 Common Stock 3,279,313 ( 2 ) I See footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novalis LifeSciences Investments II GP, LLC
1 LIBERTY LANE E, SUITE 112
HAMPTON, NH03842
X
Novalis LifeSciences Investments II, L.P.
1 LIBERTY LANE E, SUITE 112
HAMPTON, NH03842
X
MEISTER PAUL M
1 LIBERTY LANE E, SUITE 112
HAMPTON, NH03842
X X
DEKKERS MARIJN E
1 LIBERTY LANE E, SUITE 112
HAMPTON, NH03842
X
Signatures
Novalis LifeSciences Investments II GP, LLC, By: /s/ Paul M. Meister, Title: Authorized Signatory 06/08/2023
Signature of Reporting Person Date
Novalis LifeSciences Investments II, L.P., By: Novalis LifeSciences Investments II GP, LLC, its general partner, By: /s/ Paul M. Meister, Title: Authorized Signatory 06/08/2023
Signature of Reporting Person Date
/s/ Paul M. Meister 06/08/2023
Signature of Reporting Person Date
/s/ Marijn E. Dekkers 06/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Redeemable Convertible Preferred Stock has a stated value of $100 (the "Stated Value") and accrues dividends daily at an initial rate of 8.0% per annum. The Stated Value, as adjusted to give effect to such dividends, is referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock is convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, into a number of shares of the Issuer's Common Stock determined by dividing the Accrued Value by the conversion price. The Redeemable Convertible Preferred Stock is not convertible to the extent that such conversion would result in the holder of such Redeemable Convertible Preferred Stock, together with its attribution parties, beneficially owning in excess of 19.99% of the Issuer's voting power.
( 2 )The warrants are not exercisable to the extent that such exercise would result in the holder of such warrant, together with its attribution parties, beneficially owning in excess of 19.99% of the Issuer's voting power.
( 3 )Represents securities held directly by Novalis LifeSciences Investments II, L.P. ("Novalis LifeSciences"). Novalis LifeSciences Investments II GP, LLC ("Novalis LifeSciences GP"), whose managers are Marijn Dekkers and Paul Meister, is the general partner of Novalis LifeSciences. As a result, Novalis LifeSciences GP, Mr. Dekkers and Mr. Meister may each be deemed to share voting and dispositive power with respect to the securities held by Novalis LifeSciences. Novalis LifeSciences GP, Mr. Dekkers and Mr. Meister each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )Mr. Meister is a director of the issuer.

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