Sec Form 3 Filing - Spaventa Andrew @ Singular Genomics Systems, Inc. - 2021-05-26

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 Spaventa Andrew 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 10931 N. TORREY PINES ROAD, SUITE#100 3. Date of Earliest Transaction (MM/DD/YY) 05/26/2021 (Street) LA JOLLA, CA92037 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 4,613,571 I By The Andrew K. Spaventa Living Trust dated April 9, 2014 ( 1 )

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 Series Seed Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 362,266 I By Axon Ventures X, LLC ( 3 ) Series A Preferred Stock $ 0 ( 4 ) ( 4 ) Common Stock 201,155 I By Axon Ventures X, LLC ( 3 ) Series B Preferred Stock $ 0 ( 5 ) ( 5 ) Common Stock 152,463 I By Axon Ventures X, LLC ( 3 ) Employee Stock Option (right to buy) $ 0.63 ( 6 )( 7 ) 12/16/2029 Common Stock 1,286,429 I By The Andrew K. Spaventa Living Trust dated April 9, 2014 ( 1 ) Convertible Promissory Note $ 17.6 ( 7 ) ( 8 ) Common Stock 173,144 I By Axon Ventures X, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spaventa Andrew 10931 N. TORREY PINES ROAD SUITE#100 LA JOLLA, CA92037 X X Chief Executive Officer Signatures /s/ Andrew Spaventa 05/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the trustee of The Andrew K. Spaventa Living Trust dated April 9, 2014 and has voting and dispositive power with respect to these shares. ( 2 )The Series Seed Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series Seed Preferred Stock has no expiration date. ( 3 )The shares are held directly by Axon Ventures X, LLC. The Reporting Person is a managing partner of Axon Ventures X, LLC and may be deemed to have shared voting and investment power over shares held by Axon Ventures X, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. ( 4 )The Series A Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date. ( 5 )The Series B Preferred Stock shall automatically convert into shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date. ( 6 )Option granted under the Singular Genomics Systems, Inc. 2016 Stock Plan. The option shares vest and become exercisable in 48 equal monthly installments beginning on December 17, 2019. ( 7 )The Convertible Note has a principal amount of $3,000,000.00, and accrues interest at the rate of 6% per annum compounded annually. The Convertible Note will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering at a conversion price of $17.60 per share. ( 8 )The maturity date of the Convertible Note is the earlier to occur of (1) February 25, 2023 and (2) an Event of Default as defined in the related Note Purchase Agreement.

Remarks: Exhibit 24 - Power of Attorney

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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