Sec Form 4 Filing - Kamdar Kim P. @ Singular Genomics Systems, Inc. - 2025-02-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Kamdar Kim P.
2. Issuer Name and Ticker or Trading Symbol
Singular Genomics Systems, Inc. [ OMIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3010 SCIENCE PARK ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2025
(Street)
SAN DIEGO, CA92121
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock 02/21/2025 D 15,000 D 0 D
Common Stock 02/21/2025 D 3,763,985 D 0 I By Domain Partners IX, L.P. ( 2 )
Common Stock 02/21/2025 D 15,000 D 0 I By Domain Associates, LLC ( 2 )
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
Stock Option (Right to Buy) $ 672.9 02/21/2025 D 666 ( 3 )( 4 ) 05/05/2031 Common Stock 666 $ 0 ( 4 ) 0 D
Stock Option (Right to Buy) $ 85.8 02/21/2025 D 1,541 ( 3 )( 4 ) 05/26/2032 Common Stock 1,541 $ 0 ( 4 ) 0 D
Stock Option (Right to Buy) $ 31.8 02/21/2025 D 2,466 ( 3 )( 4 ) 05/25/2033 Common Stock 2,466 $ 0 ( 4 ) 0 D
Stock Option (Right to Buy) $ 11.16 02/21/2025 D 2,466 ( 3 )( 4 ) 05/29/2034 Common Stock 2,466 $ 8.84 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kamdar Kim P.
3010 SCIENCE PARK ROAD
SAN DIEGO, CA92121
X
Signatures
/s/ Dalen Meeter, Attorney-in-Fact 02/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of December 22, 2024 (the "Merger Agreement"), by and among the Issuer, Singular Genomics Parent, LLC, a Delaware limited liability company, and Saturn Merger Sub, Inc., a Delaware corporation, whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of Issuer common stock were cancelled and automatically converted into the right to receive $20.00 per share in cash, without interest, less all applicable deductions and withholdings (the "Merger Consideration").
( 2 )The Reporting Person is a managing member of Domain Associates, LLC and of One Partner Square Associates IX, LLC, the sole general partner of Domain Partners IX, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities owned by each such entity; however, she disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed her pecuniary interest therein and/or that are not actually distributed to her.
( 3 )As of the Effective Time, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable.
( 4 )Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in footnote (4), each vested stock option was cancelled and automatically converted into the right to receive an amount in cash determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable exercise price of such option by (y) the number of vested shares subject to such option (the "Option Payment"), less all applicable deductions and withholdings; provided, however, that the Option Payment for each option with an exercise price equal to or greater than $20.00 was $0 and such option was cancelled for no consideration.

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).
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