Sec Form 4 Filing - Spaventa Andrew @ Singular Genomics Systems, Inc. - 2021-06-01

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
Spaventa Andrew
2. Issuer Name and Ticker or Trading Symbol
Singular Genomics Systems, Inc. [ OMIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
10931 N. TORREY PINES ROAD, SUITE#100
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2021
(Street)
LA JOLLA, CA92037
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 06/01/2021 C 715,884 A 715,884 I By Axon Holdings, LLC ( 2 )
Common Stock 06/01/2021 C 173,144 A $ 17.6 ( 3 ) 889,028 I By Axon Holdings, LLC ( 2 )
Common Stock 4,613,571 I By The Andrew K. Spaventa Living Trust dated April 9, 2014
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 Seed Preferred Stock ( 1 ) 06/01/2021 C 362,266 ( 1 ) ( 1 ) Common Stock 362,266 ( 1 ) 0 I By Axon Holdings, LLC ( 2 )
Series A Preferred Stock ( 1 ) 06/01/2021 C 201,155 ( 1 ) ( 1 ) Common Stock 201,155 ( 1 ) 0 I By Axon Holdings, LLC ( 2 )
Series B Preferred Stock ( 1 ) 06/01/2021 C 152,463 ( 1 ) ( 1 ) Common Stock 152,463 ( 1 ) 0 I By Axon Holdings, LLC ( 2 )
Convertible Promissory Note ( 3 ) 06/01/2021 C 173,144 ( 3 ) ( 4 ) Common Stock 173,144 ( 3 ) 0 I By Axon Holdings, LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spaventa Andrew
10931 N. TORREY PINES ROAD
SUITE#100
LA JOLLA, CA92037
X Chief Executive Officer
Signatures
/s/ Dalen Meeter, Attorney-in-Fact 06/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the closing of the Issuer's initial public offering ("IPO"), each share of the Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date.
( 2 )The shares are held directly by Axon Holdings, LLC. The managing member of Axon Holdings, LLC is Axon Managers, LLC. The Reporting Person is a managing member of Axon Managers, LLC. and may be deemed to have shared voting and investment power over the shares held by Axon Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The holdings of Axon Holdings, LLC depicted above reflect applicable transfers and related transactions prior to the IPO from Axon Ventures X, LLC.
( 3 )Immediately prior to the closing of the Issuer's IPO, the Convertible Note automatically converted into shares of the Issuer's common stock at a conversion price of $17.60 per share.
( 4 )The maturity date of the Convertible Note is the earliest to occur of (1) February 25, 2023 and (2) an Event of Default as defined in the related Note Purchase Agreement.

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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