06/08/2024 | Press release | Distributed by Public on 07/08/2024 01:59
FORM 4
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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 |
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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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Casdin Partners Master Fund, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X | X |
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Casdin Eli 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X | X |
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Casdin Amplify Fund, LP 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X |
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Casdin Capital, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X | X |
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Casdin Partners GP, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X | X |
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CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X |
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Casdin Private Growth Equity Fund II GP, LLC 1350 AVENUE OF THE AMERICAS, SUITE 2600 NEW YORK, NY10019 |
X |
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Casdin Private Growth Equity Fund II, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X |
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Casdin Private Growth Equity Fund, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019 |
X |
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Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
/s/ Eli Casdin, Eli Casdin | 2024-08-06 |
**Signature of Reporting Person | Date |
Casdin Amplify Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
Casdin Private Growth Equity Fund GP, LLC, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
Casdin Private Growth Equity Fund GP II, LLC, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
Casdin Private Growth Equity Fund II, L.P., By: Casdin Private Growth Equity Fund II GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
Casdin Private Growth Equity Fund, L.P., By: Casdin Private Growth Equity Fund GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member | 2024-08-06 |
**Signature of Reporting Person | Date |
(*) | 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 purchase of Issuer's Common Stock ("Shares") reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,000,000 Shares, with the sale of 1,000,000 shares of Issuer common stock at a price of $2.05 per share by an entity in which Casdin Capital, LLC ("Casdin"), Casdin Partners GP, LLC (the "GP") and Eli Casdin (collectively with Casdin and the GP, the "Disgorging Parties") had a pecuniary interest on the date reported on the Form 4 filed on June 21, 2024 by the Disgorging Parties. The Disgorging Parties agreed to pay to Issuer, upon settlement of the purchase, $376.24 which represents the full amount of the profit realized by the Disgorging Parties, as a result of their pecuniary interest in the entity which made the sale referenced above, in connection with the short-swing transaction. |
(2) | The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $1.5462 to $1.6583. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. |
(3) | The securities are owned directly by Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Master Fund, (ii) the GP, the general partner of the Master Fund, and (iii) Eli Casdin, the managing member of Casdin and the GP. |
(4) | The purchase of Shares reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 200,000 Shares, with the sale of 200,000 shares of Issuer common stock at a price of $2.05 per share by an entity in which the Disgorging Parties had a pecuniary interest on the Disgorging Parties' Form 4 filed on June 21, 2024. The Disgorging Parties agreed to pay to Issuer, upon settlement of the purchase, $83.91 which represents the full amount of the profit realized by the Disgorging Parties, as a result of their pecuniary interest in the entity what made the sale referenced above, in connection with the short-swing transaction. |
(5) | The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $1.5664 to $1.5997. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote. |
(6) | The securities are owned directly by Amplify and are deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to Amplify, (ii) the GP, the general partner of Amplify, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. |
(7) | The securities are owned directly by Casdin Private Growth Equity Fund II, L.P. (the "Equity Fund II") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund II, and (ii) Eli Casdin, the managing member of Casdin. |
(8) | Includes Restricted Stock United ("RSUs"). Certain RSUs vest in full on the earlier to occur of June 28, 2025 and one day prior to the date of the Company's next annual meeting of stockholders, subject to the Reporting Person's continued service through the applicable vesting date and other RSUs vested as to 25% on July 23, 2024 and thereafter in two equal installments on the 15th day of the last month of each remaining fiscal quarter of 2024, subject to the Reporting Person's continued service through the applicable vesting date. |
(9) | The securities are owned directly by Eli Casdin. |
(10) | The securities are owned directly by Casdin Private Growth Equity Fund, L.P. (the "Equity Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund, and (ii) Eli Casdin, the managing member of Casdin. |