Sec Form 4 Filing - Maverick Capital Ventures, LLC @ Seer, Inc. - 2020-12-08

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Maverick Capital Ventures, LLC
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)
C/O MAVERICK CAPITAL, 1900 N. PEARL STREET, 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2020
(Street)
DALLAS, TX75201
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 3,390,559 A 3,390,559 I See footnote ( 6 )
Class A Common Stock 12/08/2020 C 1,934,954 A 1,934,954 I See footnote ( 7 )
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 A Convertible Preferred Stock ( 1 ) 12/08/2020 C 1,280,724 ( 1 ) ( 1 ) Class A Common Stock 1,280,724 ( 1 ) 0 I See footnote ( 6 )
Series B Convertible Preferred Stock ( 2 ) 12/08/2020 C 1,275,928 ( 2 ) ( 2 ) Class A Common Stock 1,275,928 ( 2 ) 0 I See footnote ( 6 )
Series C Convertible Preferred Stock ( 3 ) 12/08/2020 C 265,434 ( 3 ) ( 3 ) Class A Common Stock 265,434 ( 3 ) 0 I See footnote ( 6 )
Series D Convertible Preferred Stock ( 4 ) 12/08/2020 C 326,269 ( 4 ) ( 4 ) Class A Common Stock 326,269 ( 4 ) 0 I See footnote ( 6 )
Series D-1 Convertible Preferred Stock ( 5 ) 12/08/2020 C 242,204 ( 5 ) ( 5 ) Class A Common Stock 242,204 ( 5 ) 0 I See footnote ( 6 )
Series A Convertible Preferred Stock ( 1 ) 12/08/2020 C 777,593 ( 1 ) ( 1 ) Class A Common Stock 777,593 ( 1 ) 0 I See footnote ( 7 )
Series B Convertible Preferred Stock ( 2 ) 12/08/2020 C 700,762 ( 2 ) ( 2 ) Class A Common Stock 700,762 ( 2 ) 0 I See footnote ( 7 )
Series C Convertible Preferred Stock ( 3 ) 12/08/2020 C 145,780 ( 3 ) ( 3 ) Class A Common Stock 145,780 ( 3 ) 0 I See footnote ( 7 )
Series D Convertible Preferred Stock ( 4 ) 12/08/2020 C 179,192 ( 4 ) ( 4 ) Class A Common Stock 179,192 ( 4 ) 0 I See footnote ( 7 )
Series D-1 Convertible Preferred Stock ( 5 ) 12/08/2020 C 131,627 ( 5 ) ( 5 ) Class A Common Stock 131,627 ( 5 ) 0 I See footnote ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maverick Capital Ventures, LLC
C/O MAVERICK CAPITAL
1900 N. PEARL STREET, 20TH FLOOR
DALLAS, TX75201
X
Maverick Ventures Investment Fund, L.P.
C/O MAVERICK CAPITAL
1900 N. PEARL STREET, 20TH FLOOR
DALLAS, TX75201
X
Maverick Advisors Fund, L.P.
C/O MAVERICK CAPITAL
1900 N. PEARL STREET, 20TH FLOOR
DALLAS, TX
X
AINSLIE LEE S III
767 5TH AVENUE, 11TH FLOOR
NEW YORK, NY10153
X
Signatures
/s/ Mark Gurevich, by power of attorney for Lee S. Ainslie III, a Managing Partner of Maverick Capital Ventures, LLC 12/10/2020
** Signature of Reporting Person Date
/s/ Mark Gurevich, by power of attorney for Lee S. Ainslie III, a Managing Partner of Maverick Capital Ventures, LLC, the general partner of Maverick Ventures Investment Fund, L.P. 12/10/2020
** Signature of Reporting Person Date
/s/ Mark Gurevich, by power of attorney for Lee S. Ainslie III, a Managing Partner of Maverick Capital Ventures, LLC, the general partner of Maverick Advisors Fund, L.P. 12/10/2020
** Signature of Reporting Person Date
/s/ Mark Gurevich, by power of attorney for Lee S. Ainslie III 12/10/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A 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 B 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 )Each share of Series C 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.
( 4 )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.
( 5 )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.
( 6 )The reported shares are held of record by Maverick Ventures Investment Fund, L.P. ("Maverick Ventures Fund"). Maverick Capital Ventures, LLC (Maverick Ventures) is the general partner of Maverick Ventures Fund. As the Managing Partners of Maverick Ventures, Lee S. Ainslie III and David B. Singer, a director of the Issuer, share voting and dispositive power with respect to the shares held by Maverick Ventures Fund. The reporting entities and individuals disclaim beneficial ownership of the reported securities of the Issuer held of record by Maverick Ventures Fund except to the extent of any pecuniary interest therein.
( 7 )The reported shares are held of record by Maverick Advisors Fund, L.P. ("Maverick Advisors"). Maverick Ventures is the general partner of Maverick Advisors. As the Managing Partners of Maverick Ventures, Messrs. Ainslie and Singer share voting and dispositive power with respect to the shares held by Maverick Advisors. The reporting entities and individuals disclaim beneficial ownership of the reported securities of the Issuer held of record by Maverick Ventures Fund except to the extent of any pecuniary interest therein.

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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