Casdin Partners Master Fund, L.P. - Apr 4, 2022 Form 4 Insider Report for STANDARD BIOTOOLS INC. (LAB)

Signature
Casdin Partners Master Fund, L.P., By: Casdin Partners GP, LLC, Its: General Partner, By: /s/ Eli Casdin, Its: Managing Member
Stock symbol
LAB
Transactions as of
Apr 4, 2022
Transactions value $
$0
Form type
4
Date filed
4/6/2022, 05:54 PM
Previous filing
May 19, 2023
Next filing
Jul 6, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LAB Series B-1 Convertible Preferred Stock Award +128K 128K Apr 4, 2022 Common Stock 37.6M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series B-1 Convertible Preferred Stock (the "Series B-1 Preferred Stock") is convertible at the option of the Reporting Person at any time into a number of shares of the Issuer's common stock, par value $0.001 per share, equal to the conversion rate, which is initially 294.1176, subject to certain anti-dilution adjustments and limitations on conversion pursuant to the Certificate of Designation for the Series B-1 Preferred Stock.
F2 On April 4, 2022, the Issuer issued the Series B-1 Preferred Stock (i) in exchange for aggregate cash consideration of $112.5 million, pursuant to the Series B-1 Convertible Preferred Stock Purchase Agreement, dated as of January 23, 2022, among the Issuer, Casdin Partners Master Fund, L.P. ("Casdin Master Fund") and Casdin Private Growth Equity Fund II, L.P. ("Casdin Private Growth Fund") and (ii) upon the conversion of $12.5 million aggregate principal amount of term loans, including accrued and unpaid interest, pursuant to the Series B-1 Loan Agreement, dated as of January 23, 2022, among the Issuer, Casdin Master Fund and Casdin Private Growth Fund.
F3 These shares are held by Casdin Master Fund and Casdin Private Growth Fund. Casdin Capital, LLC ("Casdin Capital") is the investment adviser to Casdin Master Fund and Casdin Private Growth Fund. Casdin Partners GP, LLC ("Casdin Partners GP") is the general partner of Casdin Master Fund and Casdin Private Growth Equity Fund II GP, LLC ("Casdin Private Growth GP") is the general partner of Casdin Private Growth Fund. Eli Casdin is the managing member of Casdin Capital, Casdin Partners GP and Casdin Private Growth GP. Each of Casdin Capital, Casdin Partners GP, Casdin Private Growth GP and Eli Casdin disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.

Remarks:

Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Casdin files separate Section 16 reports disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.