Ownership Submission
|
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
|
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
1. Name and Address of Reporting Person *
|
|
Horn David R.
|
|
2. Issuer Name and Ticker or Trading Symbol
Seer, Inc. [SEER]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
_____ Director
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
President & CFO /
|
|
|
(Last)
|
(First)
|
(Middle)
|
|
C/O SEER, INC. , 3800 BRIDGE PARKWAY, SUITE 102
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
(Street)
|
|
REDWOOD CITY
|
CA
|
94065
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
|
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
|
1.Title of Security
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date (Month/Day/Year)
|
3A. Deemed Execution Date, if any (Month/Day/Year)
|
4. Transaction Code
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
|
8. Price of Derivative Security
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
11. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
Horn David R.
C/O SEER, INC.
3800 BRIDGE PARKWAY, SUITE 102
REDWOOD CITY, CA94065
|
|
|
President & CFO
|
|
Signatures
|
/s/ David Horn
|
2024-10-07
|
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
|
(*)
|
If the form is filed by more than one reporting person, see Instruction 5(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).
|
|
(1)
|
The shares underlying the option are fully vested are immediately exercisable.
|
|
(2)
|
The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on October 4, 2024 (the "Effective Date"). The Option Repricing applies to nonstatutory options with exercise prices greater than $2.00 per share held by all continuing employees of the Issuer as of the Effective Date.
|
|
(3)
|
Pursuant to the Option Repricing, the exercise price of the repriced options, including the reported option, has been amended to reduce the exercise price to $2.00 per share, the closing price of the Issuer's Class A common stock on the Effective Date. However, if an employee exercises a repriced option before the end of a "Retention Period" that begins on the Effective Date of the Option Repricing and ends on the earliest to occur of the following: (i) April 4, 2026; (ii) a Change in Control, as defined in the Issuer's Equity Incentive Plan, as amended (the "2020 Plan"); and (iii) the optionholder's death or Disability (as defined in the 2020 Plan), then the employee will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. There was no change to the vesting schedules, expiration dates or number of shares underlying the repriced options.
|
|
(4)
|
One-fourth of the shares underlying the option vested on December 3, 2021 and the remaining shares vest in 36 equal monthly installments thereafter.
|
|
(5)
|
One-fourth of the shares underlying the option vested on February 1, 2022 and the remaining shares vest in 36 equal monthly installments thereafter.
|
|
(6)
|
One-fourth of the shares underlying the option vested on February 8, 2023 and the remaining shares vest in 36 equal monthly installments thereafter.
|
|
(7)
|
The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Original Stock Price Hurdle") which requires that the Issuer achieve a stock price equal to or greater than 150% of the option exercise price during the period beginning on the grant date and ending on February 15, 2030 (the "Original Performance Period"). If the Original Stock Price Hurdle is achieved within the Original Performance Period, then one-fourth of the shares subject to the option vest on the date that achievement of the Original Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments.
|
|
(8)
|
The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Stock Price Hurdle") which requires that the Issuer achieve a stock price equal to or greater than 150% of the option exercise price during the period beginning on the Effective Date and ending on February 15, 2030 (the "Performance Period"). If the Stock Price Hurdle is achieved within the Performance Period, then one-fourth of the shares subject to the option vest on the date that achievement of the Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
