Singular Genomics Systems Inc.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 15:44

Statement of Changes in Beneficial Ownership - Form 4

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Spaventa Andrew
2. Issuer Name and Ticker or Trading Symbol
Singular Genomics Systems, Inc. [OMIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3010 SCIENCE PARK ROAD
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024
(Street)
SAN DIEGO, CA 92121
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/12/2024 M(1) 1,907 A (1) 2,232 D
Common Stock 11/12/2024 S 695(2) D $22.545 1,537 D
Common Stock 11/12/2024 G(3) 1,212 D $ 0 325 D
Common Stock 11/12/2024 G(3) 1,212 A $ 0 141,487 I By The Andrew K. Spaventa Living Trust dated April 9, 2014
Common Stock 85 I By Axon Holdings, LLC(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 11/12/2024 M 1,907 (6) (6) Common Stock 1,907 $ 0 24,780 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spaventa Andrew
3010 SCIENCE PARK ROAD
SAN DIEGO, CA 92121
X Chief Executive Officer

Signatures

/s/ Dalen Meeter, Attorney-in-Fact 11/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Represents shares of Common Stock issued pursuant to settlement of vested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
(2) The shares were sold pursuant to pre-established trading instructions solely to satisfy tax withholding obligations in connection with the partial vesting of previously granted RSUs.
(3) Immediately upon settlement of the vested RSUs, and following the withholding described above, the Reporting Person transferred the shares as a gift to The Andrew K. Spaventa Living Trust dated April 9, 2014.
(4) The shares are held directly by Axon Holdings, LLC. The managing member of Axon Holdings, LLC is Axon Managers, LLC. The Reporting Person is a managing member of Axon Managers, LLC and may be deemed to have shared voting and investment power over the shares held by Axon Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(5) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
(6) The RSUs vest in 16 equal quarterly installments over four years measured from February 12, 2024.
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.