Sec Form 4 Filing - Cox Troy @ SomaLogic, Inc. - 2024-01-05

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 Cox Troy 2. Issuer Name and Ticker or Trading Symbol SomaLogic, Inc. [ SLGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOMALOGIC, INC., 2945 WILDERNESS PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2024 (Street) BOULDER, CO80301 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 01/05/2024 D 78,430 D 0 D

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 (Right to buy) $ 11.85 01/05/2024 D 46,705 ( 3 ) 10/26/2031 Common Stock 46,705 ( 4 ) 0 D Stock Option (Right to buy) $ 9.08 01/05/2024 D 20,600 ( 5 ) 02/29/2032 Common Stock 20,600 ( 4 ) 0 D Stock Option (Right to buy) $ 2.88 01/05/2024 D 885,416 ( 6 ) 10/16/2032 Common Stock 885,416 ( 4 ) 0 D Stock Option (Right to buy) $ 2.3 01/05/2024 D 171,500 ( 7 ) 03/16/2033 Common Stock 171,500 ( 4 ) 0 D Warrant to purchase common stock (Right to buy) $ 11.5 01/05/2024 D 166,666 ( 8 ) 09/01/2026 Common Stock 166,666 ( 9 ) 0 D Restricted Stock Unit ( 10 ) 01/05/2024 D 28,500 ( 11 ) ( 11 ) Common Stock 28,500 ( 12 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cox Troy C/O SOMALOGIC, INC. 2945 WILDERNESS PLACE BOULDER, CO80301 X Signatures /s/ Ruben Gutierrez, Attorney-in-Fact 01/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 4, 2023, SomaLogic, Inc., a Delaware corporation (the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Standard BioTools Inc., a Delaware corporation ("Parent"), and Martis Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the "Merger Sub"). Pursuant to the Merger Agreement, on January 5, 2024, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). ( 2 )(Continued from Footnote 1) At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $0.0001 per share (the "Company Common Stock"), was converted into the right to receive 1.11 shares (the "Exchange Ratio") of the Parent's common stock, par value $0.001(the "Parent Common Stock") and cash in lieu of fractional shares of the Parent Common Stock. ( 3 )The option vested as to 1/4th of the total grant on October 27, 2022, and thereafter 1/36th of the total grant vests monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date. ( 4 )Pursuant to the Merger Agreement, each option to purchase Company Common Stock (a "Company Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole number of shares of the Parent Common Stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Company Option by the Exchange Ratio, rounded up to the nearest whole cent. Each such Company Option shall continue to have, and be subject to, the same terms and conditions applicable to such Company Option immediately prior to the Effective Time, including vesting terms and provisions. ( 5 )The option is fully vested and exercisable. ( 6 )The option vested as to 1/3rd of the total grant on October 17, 2023, and thereafter 1/24th of the total grant vests monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date. ( 7 )The option vests as to 1/4th of the total grant on March 17, 2024, and thereafter 1/36th of the total grant vests monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date. ( 8 )Each warrant is exercisable to purchase one share of Company Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Issuer's Annual Report on Form 10-K, for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 28, 2023. ( 9 )Pursuant to the Merger Agreement, each warrant to purchase Company Common Stock was treated in accordance with its terms on and after the Effective Time and each warrant will convert into the right to receive, upon exercise of such warrant, the number of shares of Parent Common Stock equal to multiplying the number of shares of Company Common Stock subject to such warrant by the Exchange Ratio. ( 10 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company Common Stock upon settlement for no consideration. ( 11 )The RSUs vest as to 1/4th of the total grant on each of March 17, 2024, March 17, 2025, March 17, 2026 and March 17, 2027, subject to the continued service of the Reporting Person on each vesting date. ( 12 )Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock equal to the to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with the resulting number of shares of Parent Common Stock rounded to the next nearest whole share. Except as noted above, each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms and provision, as were applicable to such Company RSU immediately prior to the Effective Time.

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