Sec Form 3 Filing - Northpond Capital GP, LLC @ IsoPlexis Corp - 2021-10-07

Insider filing report for Changes in Beneficial Ownership
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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
Northpond Capital GP, LLC
2. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
7500 OLD GEORGETOWN ROAD, SUITE 850
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2021
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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 C Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,302,280 I See footnote ( 2 )
Series C-2 Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,473,048 I See footnote ( 2 )
Series D Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,528,864 I See footnote ( 2 )
Series D Redeemable Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,040,048 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Northpond Capital GP, LLC
7500 OLD GEORGETOWN ROAD
SUITE 850
BETHESDA, MD20814
X
Northpond Capital, L.P.
7500 OLD GEORGETOWN ROAD
SUITE 850
BETHESDA, MD20814
X
Northpond Ventures GP, LLC
7500 OLD GEORGETOWN ROAD
SUITE 850
BETHESDA, MD20814
X
Northpond Ventures, LP
7500 OLD GEORGETOWN ROAD
SUITE 850
BETHESDA, MD20814
X
Rubin Michael P.
C/O NORTHPOND VENTURES
7500 OLD GEORGETOWN ROAD, SUITE 850
BETHESDA, MD20814
X
Signatures
Northpond Capital GP, LLC, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 10/07/2021
Signature of Reporting Person Date
Northpond Capital, LP, By: Northpond Capital GP, LLC, its general partner, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 10/07/2021
Signature of Reporting Person Date
Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 10/07/2021
Signature of Reporting Person Date
Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Senior Vice President, Finance and Operations 10/07/2021
Signature of Reporting Person Date
/s/ Michael P. Rubin 10/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Series C Redeemable Convertible Preferred Stock, Series C-2 Redeemable Convertible Preferred Stock and Series D Redeemable Convertible Preferred Stock is convertible at any time, at the Reporting Persons' election, on a one-for-8 basis, and will convert automatically upon the Issuer's consummation of an initial public offering. The number of shares held is shown on an as-converted to common stock basis. The preferred stock has no expiration date.
( 2 )The securities are held directly by Northpond Ventures, LP ("Northpond"). Northpond Ventures GP, LLC ("Northpond GP") is the general partner of Northpond. Michael P. Rubin ("Rubin") is the managing member of Northpond GP.
( 3 )The securities are held directly by Northpond Capital, LP ("Northpond Capital"). Northpond Capital GP, LLC ("Northpond Capital GP") is the general partner of Northpond Capital. Rubin is the managing member of Northpond Capital GP.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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