Sec Form 4 Filing - Glezer Eli N. @ 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
Glezer Eli N.
2. Issuer Name and Ticker or Trading Symbol
Singular Genomics Systems, Inc. [ OMIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(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 155,583 D 0 D
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) $ 225 02/21/2025 D 16,666 ( 2 )( 3 ) 03/04/2032 Common Stock 16,666 $ 0 ( 3 ) 0 D
Stock Option (Right to Buy) $ 38.4 02/21/2025 D 7,999 ( 2 )( 3 ) 03/15/2033 Common Stock 7,999 $ 0 ( 3 ) 0 D
Restricted Stock Unit ( 4 ) 02/21/2025 D 6,000 ( 5 ) ( 5 ) Common Stock 6,000 $ 20 0 D
Restricted Stock Unit ( 4 ) 02/21/2025 D 2,250 ( 6 ) ( 6 ) Common Stock 2,250 $ 20 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glezer Eli N.
3010 SCIENCE PARK ROAD
SAN DIEGO, CA92121
Chief Scientific Officer
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 )As of the Effective Time, each outstanding option, to the extent unvested, was accelerated and became fully vested and exercisable.
( 3 )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.
( 4 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
( 5 )The RSU was subject to a service-based vesting condition over a four-year period in 16 equal quarterly installments measured from February 9, 2024. As of the Effective Time, the vesting of the RSU was accelerated in full. Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in the preceding sentence, each vested RSU was canceled and automatically converted into the right to receive, without interest and less any applicable tax withholdings, $20.00 in cash.
( 6 )The RSU was subject to a service-based vesting condition over a four-year period in 16 equal quarterly installments measured from March 15, 2023. As of the Effective Time, the vesting of the RSU was accelerated in full. Pursuant to the Merger Agreement, and after giving effect to the acceleration treatment set forth in the preceding sentence, each vested RSU was canceled and automatically converted into the right to receive, without interest and less any applicable tax withholdings, $20.00 in cash.

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