Soheil Shams - Oct 18, 2021 Form 4 Insider Report for Bionano Genomics, Inc (BNGO)

Role: Chief Informatics Officer
Signature: /s/ R. Erik Holmlin, Attorney-in-Fact
Stock symbol: BNGO
Transactions as of: Oct 18, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/20/2021, 05:56 PM
Next filing: Nov 2, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNGO	Common Stock	Award		+5.33M			5.33M	Oct 18, 2021	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Of which 5,006,479 shares (the "Restricted Shares") are subject to a Stock Restriction Agreement, dated October 8, 2021, by and between the Issuer and Soheil Shams (the Restriction Agreement") and vest as follows: one-third of the Restricted Shares will vest on October 18, 2022 and one-twelfth of the Restricted Shares shall vest every three months following October 18, 2022, in each case subject to Dr. Shams' continuous Service (as defined in the Restriction Agreement). The number of shares that vest upon each vesting date shall be rounded down to the nearest whole share, with the balance of any shares that did not vest as a result of such rounding to vest on the final vesting date, subject to rounding. The unvested shares are subject to adjustment pursuant to the terms of the Merger Agreement (as defined below) and accelerate upon a termination in Service, subject to certain conditions.
F2	On October 18, 2021, the Issuer completed its previously announced acquisition (the "Acquisition") of BioDiscovery, Inc. ("BioDiscovery"), as contemplated by that certain Agreement and Plan of Merger, dated as of October 8, 2021 (the "Merger Agreement"), by and among the Issuer, Starship Merger Sub I, Inc., Starship Merger Sub II, LLC, BioDiscovery and Soheil Shams, solely in his capacity as the securityholders' representative. Pursuant to the Acquisition, all outstanding shares of BioDiscovery common stock, no par value, held by Dr. Shams were automatically cancelled and converted into the right to receive (i) cash consideration and (ii) shares of Issuer common stock, $0.0001 par value per share, as specified in the Merger Agreement.

Content

Of which 5,006,479 shares (the "Restricted Shares") are subject to a Stock Restriction Agreement, dated October 8, 2021, by and between the Issuer and Soheil Shams (the Restriction Agreement") and vest as follows: one-third of the Restricted Shares will vest on October 18, 2022 and one-twelfth of the Restricted Shares shall vest every three months following October 18, 2022, in each case subject to Dr. Shams' continuous Service (as defined in the Restriction Agreement). The number of shares that vest upon each vesting date shall be rounded down to the nearest whole share, with the balance of any shares that did not vest as a result of such rounding to vest on the final vesting date, subject to rounding. The unvested shares are subject to adjustment pursuant to the terms of the Merger Agreement (as defined below) and accelerate upon a termination in Service, subject to certain conditions.

On October 18, 2021, the Issuer completed its previously announced acquisition (the "Acquisition") of BioDiscovery, Inc. ("BioDiscovery"), as contemplated by that certain Agreement and Plan of Merger, dated as of October 8, 2021 (the "Merger Agreement"), by and among the Issuer, Starship Merger Sub I, Inc., Starship Merger Sub II, LLC, BioDiscovery and Soheil Shams, solely in his capacity as the securityholders' representative. Pursuant to the Acquisition, all outstanding shares of BioDiscovery common stock, no par value, held by Dr. Shams were automatically cancelled and converted into the right to receive (i) cash consideration and (ii) shares of Issuer common stock, $0.0001 par value per share, as specified in the Merger Agreement.