Sec Form 4 Filing - Zhou Jing @ IsoPlexis Corp - 2023-03-21

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
Zhou Jing
2. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO]
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)
C/O ISOPLEXIS CORPORATION, 35 NE INDUSTRIAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2023
(Street)
BRANFORD, CT06405
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 03/21/2023 D 1,200 D 0 I By Spouse IRA
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 $ 0.2788 03/21/2023 D 8,000 ( 3 ) 10/18/2025 Common Stock 8,000 ( 2 ) 0 D
Stock Option $ 0.2788 03/21/2023 D 1,600 ( 4 ) 12/31/2025 Common Stock 1,600 ( 2 ) 0 D
Stock Option $ 0.4775 03/21/2023 D 4,000 ( 5 ) 01/30/2027 Common Stock 4,000 ( 2 ) 0 D
Stock Option $ 0.7263 03/21/2023 D 22,000 ( 6 ) 10/24/2027 Common Stock 22,000 ( 2 ) 0 D
Stock Option $ 0.9625 03/21/2023 D 8,000 ( 7 ) 12/13/2028 Common Stock 8,000 ( 2 ) 0 D
Stock Option $ 1.0275 03/21/2023 D 30,000 ( 8 ) 12/03/2029 Common Stock 30,000 ( 2 ) 0 D
Stock Option $ 1.83 03/21/2023 D 12,000 ( 9 ) 12/14/2030 Common Stock 12,000 ( 2 ) 0 D
Stock Option $ 4.81 03/21/2023 D 100,000 ( 10 ) 06/07/2031 Common Stock 100,000 ( 2 ) 0 D
Stock Option $ 3.43 03/21/2023 D 73,500 ( 11 ) 03/31/2032 Common Stock 73,500 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zhou Jing
C/O ISOPLEXIS CORPORATION
35 NE INDUSTRIAL ROAD
BRANFORD, CT06405
Chief Scientific Officer
Signatures
/s/ Jing Zhou 03/21/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 21, 2023, pursuant to the Agreement and Plan of Merger, dated as of December 21, 2022 (the Merger Agreement), by and among IsoPlexis Corporation, a Delaware corporation (IsoPlexis), Berkeley Lights, Inc., a Delaware corporation (Berkeley Lights), and Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Berkeley Lights, each share of common stock, par value $0.001, of IsoPlexis (IsoPlexis Common Stock) reported in this Form 4 was converted into the right to receive 0.6120 fully paid and nonassessable shares of common stock, par value $0.00005, of Berkeley Lights (Berkeley Lights Common Stock), together with cash in lieu of fractional shares of Berkeley Lights Common Stock, if any, and any unpaid dividends or other distributions.
( 2 )On March 21, 2023, pursuant to the Merger Agreement, each IsoPlexis stock option (whether vested or unvested) reported in this Form 4 (a) if the per-share exercise price was equal to or greater than the average closing trading price for a share of IsoPlexis Common Stock rounded to the nearest one-tenth of a cent, as reported on The Nasdaq Stock Market LLC for the five most recent trading days ending on and including the third business day prior to March 20, 2023 (the Company Trading Price), was canceled for no consideration and (b) if the per-share exercise price was less than the Company Trading Price, was converted into a Berkeley Lights stock option of approximately equivalent value and generally on the same terms and conditions.
( 3 )Vested 25% on October 29, 2016 and thereafter in 36 equal monthly installments.
( 4 )Vested 25% on January 1, 2017 and thereafter in 36 equal monthly installments.
( 5 )Vested 25% on January 31, 2018 and thereafter in 36 equal monthly installments.
( 6 )Vested 25% on October 25, 2018 and thereafter in 36 equal monthly installments.
( 7 )Vested 25% on December 5, 2019 and thereafter in 36 equal monthly installments.
( 8 )Vested 25% on December 4, 2020 and thereafter in 36 equal monthly installments.
( 9 )Vested 25% on December 15, 2021 and thereafter in 36 equal monthly installments.
( 10 )Vested 25% on June 8, 2022 and thereafter in 36 equal monthly installments.
( 11 )Vests 25% on March 31, 2023 and thereafter in 36 equal monthly installments.

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