Sec Form 4 Filing - Stark John VIII @ Quantum-Si Inc - 2022-01-10

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 Stark John VIII 2. Issuer Name and Ticker or Trading Symbol Quantum-Si Inc [ QSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O QUANTUM-SI INCORPORATED, 530 OLD WHITFIELD STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2022 (Street) GUILFORD, CT06437 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 Class A Common Stock 01/10/2022 S( 1 ) 172,167 D $ 5.8561( 2 ) 1,985,070 D( 3 ) Class A Common Stock 01/11/2022 S( 1 ) 7,702 D $ 6.2841( 4 ) 1,977,368 D( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stark John VIII C/O QUANTUM-SI INCORPORATED 530 OLD WHITFIELD STREET GUILFORD, CT06437 X Chief Executive Officer Signatures /s/ Christian LaPointe, Ph.D., Attorney-in-Fact 01/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") that were granted on February 17, 2021 pursuant to a "sell to cover" provision included in the RSU Agreement. ( 2 )Represents the weighted average sales price per share. The shares sold at prices ranging from $5.71 to $6.41 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. ( 3 )Includes 1,731,372 RSUs. Each RSU represents the right to receive one share of common stock upon vesting. 425,865 RSUs vested on January 7, 2022, with 1,277,595 RSUs vesting in 12 equal quarterly installments thereafter beginning with the quarter ending March 31, 2022, subject to Mr. Stark's continued service through the applicable vesting date. 453,777 RSUs vest (i) on the closing of a financing in excess of $50 million within three years of Mr. Stark's start date at a share price greater than $16.08 (as adjusted), or (ii) if the Issuer is a publicly listed company and within three years of Mr. Stark's start date the closing price of the Issuer's shares is $16.08 (as adjusted) or more for any 20 trading days within any 30 consecutive trading day period, subject to Mr. Stark's continued service through the applicable vesting date. ( 4 )Represents the weighted average sales price per share. The shares sold at prices ranging from $6.25 to $6.34 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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