Sec Form 4 Filing - Flynn James E @ Singular Genomics Systems, Inc. - 2021-06-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Flynn James E 2. Issuer Name and Ticker or Trading Symbol Singular Genomics Systems, Inc. [ OMIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) *Possible Member of 10% Group (Last) (First) (Middle) 345 PARK AVENUE SOUTH,, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2021 (Street) NEW YORK, NY10010 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 Common Stock 06/01/2021 C 6,457,723 A 6,457,723 I Through Deerfield Private Design Fund IV, L.P. ( 6 ) ( 7 ) Common Stock 06/01/2021 C 577,148 A $ 17.6 ( 2 ) 7,034,871 I Through Deerfield Private Design Fund IV, L.P. ( 6 ) ( 7 ) Common Stock 06/01/2021 C 577,148 A $ 17.6 ( 3 ) 577,148 I Through Deerfield Partners, L.P. ( 6 ) ( 7 ) Common Stock 06/01/2021 P 450,000 A $ 22 7,484,871 I Through Deerfield Private Design Fund IV, L.P. ( 6 ) ( 7 ) Common Stock 06/01/2021 P 1,050,000 A $ 22 1,627,148 I Through Deerfield Partners, L.P. ( 6 ) ( 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 B Preferred Stock ( 1 ) 06/01/2021 C 6,457,723 ( 1 ) ( 1 ) Common Stock 6,457,723 ( 1 ) 0 I Through Deerfield Private Design Fund IV, L.P. ( 6 ) ( 7 ) 6% Convertible Note due 2023 $ 17.6 ( 2 ) 06/01/2021 C ( 2 ) ( 2 ) Common Stock 577,148 ( 2 ) 0 I Through Deerfield Private Design Fund IV, L.P. ( 6 ) ( 7 ) 6% Convertible Note due 2023 $ 17.6 ( 3 ) 06/01/2021 C ( 3 ) ( 3 ) Common Stock 577,148 ( 3 ) 0 I Through Deerfield Partners, L.P. ( 6 ) ( 7 ) Stock Option (Right to Buy) $ 0.63 03/19/2021 03/18/2030 Common Stock 30,000 30,000 ( 4 ) ( 5 ) I Through Deerfield Management Company, L.P. ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Possible Member of 10% Group DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Possible Member of 10% Group DEERFIELD PARTNERS, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Possible Member of 10% Group Deerfield Mgmt L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Possible Member of 10% Group Deerfield Mgmt IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Possible Member of 10% Group Deerfield Private Design Fund IV, L.P. 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X *Possible Member of 10% Group Signatures /s/ Jonathan Isler, Attorney-in-Fact 06/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series B Preferred Stock automatically converted into one share of the Issuer's common stock upon the closing of the Issuer's initial public offering. ( 2 )The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. ( 3 )The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. ( 4 )No transaction is being reported at this time. This line is only reporting holdings as of the date hereof. ( 5 )The option granted to Andrew ElBardissi and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management"). ( 6 )This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt IV, L.P. is the general partner of Fund IV. Deerfield Mgmt, L.P. is the general partner of Deerfield Partners (collectively with Fund IV, the "Funds"). Deerfield Management is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt IV, L.P., Deerfield Mgmt, L.P. and Deerfield Management. ( 7 )In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks: Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.