James E. Flynn - May 26, 2021 Form 3 Insider Report for Singular Genomics Systems, Inc. (OMIC)

Role: *Possible Member of 10% Group, 10%+ Owner
Signature: /s/ Jonathan Isler, Attorney-in-Fact
Stock symbol: OMIC
Transactions as of: May 26, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/26/2021, 09:24 PM
Previous filing: May 17, 2021
Next filing: Jun 3, 2021

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

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	OMIC	Series B Preferred Stock	May 26, 2021	Common Stock	6.46M		Through Deerfield Private Design Fund IV, L.P.	F1, F5, F6
holding	OMIC	6% Convertible Note due 2023	May 26, 2021	Common Stock	577K		Through Deerfield Private Design Fund IV, L.P.	F2, F5, F6
holding	OMIC	6% Convertible Note due 2023	May 26, 2021	Common Stock	577K		Through Deerfield Partners, L.P.	F3, F5, F6
holding	OMIC	Stock Option (Right to Buy)	May 26, 2021	Common Stock	30K	$0.63	Through Deerfield Management Company, L.P.	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Series B Preferred Stock is convertible into one share of the Issuer's common stock and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock.
F2	The 6% Convertible Note due 2023 held by Deerfield Private Design Fund IV, L.P. ("Fund IV") will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering at a conversion price equal to 80% of the initial public offering price per share of common stock.
F3	The 6% Convertible Note due 2023 held by Deerfield Partners, L.P. ("Deerfield Partners") will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering at a conversion price equal to 80% of the initial public offering price per share of common stock.
F4	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").
F5	This Form 3 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.
F6	In accordance with Instruction 5 (b)(iv) to Form 3, 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:

Please see Joint Filer Information Statement attached as Exhibit 99 hereto. 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.