Sec Form 4 Filing - aMoon 2 Fund Limited Partnership @ Seer, Inc. - 2020-12-08

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
aMoon 2 Fund Limited Partnership
2. Issuer Name and Ticker or Trading Symbol
Seer, Inc. [ SEER]
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)
34 YERUSHALAIM ROAD, BEIT GAMLA, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2020
(Street)
RA-ANANA, 4350110, L3
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
Class A Common Stock 12/08/2020 C 4,121,064 A 4,121,064 D ( 3 )
Class A Common Stock 12/08/2020 P 100,000 A $ 19 4,221,064 D ( 3 )
Class A Common Stock 12/09/2020 P 726,449 A $ 19 4,947,513 D ( 3 )
Class A Common Stock 12/08/2020 C 912,659 A 912,659 I See footnote ( 4 )
Class A Common Stock 12/09/2020 P 63,024 A $ 19 975,683 I See footnote ( 4 )
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 D Convertible Preferred Stock ( 1 ) 12/08/2020 C 2,875,628 ( 1 ) ( 1 ) Class A Common Stock 2,875,628 ( 1 ) 0 D ( 3 )
Series D-1 Convertible Preferred Stock ( 2 ) 12/08/2020 C 1,245,436 ( 2 ) ( 2 ) Class A Common Stock 1,245,436 ( 2 ) 0 D ( 3 )
Series D Convertible Preferred Stock ( 1 ) 12/08/2020 C 787,380 ( 1 ) ( 1 ) Class A Common Stock 787,380 ( 1 ) 0 I See footnote ( 4 )
Series D-1 Convertible Preferred Stock ( 2 ) 12/08/2020 C 125,279 ( 2 ) ( 2 ) Class A Common Stock 125,279 ( 2 ) 0 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
aMoon 2 Fund Limited Partnership
34 YERUSHALAIM ROAD
BEIT GAMLA, 6TH FLOOR
RA-ANANA, 4350110, L3
X
Schindel Yair Chaim
34 YERUSHALAIM ROAD
BEIT GAMLA, 6TH FLOOR
RA-ANANA, 4350110, L3
X
Signatures
/s/ Yair Schindel, the sole shareholder of aMoon General Partner Ltd., the sole General Partner of aMoon 2 Fund G.P. Limited Partnership, the sole General Partner of aMoon 2 Fund, Limited Partnership 12/10/2020
Signature of Reporting Person Date
/s/ Yair Schindel 12/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series D Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
( 2 )Each share of Series D-1 Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
( 3 )The reported shares are held of record by aMoon 2 Fund, Limited Partnership ("aMoon 2 Fund"). aMoon 2 Fund G.P. Limited Partnership ("aMoon 2 Fund G.P.") is the sole General Partner of aMoon 2 Fund and aMoon General Partner Ltd. ("aMoon General Partner") is the sole General Partner of aMoon 2 Fund G.P. Dr. Yair Schindel is the sole shareholder of aMoon General Partner. By virtue of such relationships, aMoon 2 Fund G.P., aMoon General Partner and Dr. Schindel may be deemed to have shared voting and investment power with respect to the shares held of record by aMoon 2 Fund. Each of aMoon 2 Fund G.P., aMoon General Partner and Dr. Schindel disclaims beneficial ownership of the shares held by aMoon 2 Fund except to the extent of its or his pecuniary interest therein, if any.
( 4 )The reported shares are held of record by aMoon Co-Investment SPV I, L.P. ("aMoon Co-Investment"). aMoon 2 Fund G.P. is the sole General Partner of aMoon Co-Investment and aMoon General Partner is the sole General Partner of aMoon 2 Fund G.P. Dr. Schindel is the sole shareholder of aMoon General Partner. By virtue of such relationships, aMoon 2 Fund G.P., aMoon General Partner and Dr. Schindel may be deemed to have shared voting and investment power with respect to the shares held of record by aMoon Co-Investment. Each of aMoon 2 Fund G.P., aMoon General Partner and Dr. Schindel disclaims beneficial ownership of the shares held by aMoon Co-Investment except to the extent of its or his pecuniary interest therein, if any.

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