SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Casdin Eli

(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SomaLogic, Inc. [ SLGCW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2021
4. If Amendment, Date of 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
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
Class A Common Stock 09/01/2021 J(1) 6,800,000 A $0 6,800,000 I By CMLS Holdings II LLC(2)
Class A Common Stock 09/01/2021 A 9,889,082 A $0 16,689,082 I Casdin Partners Master Fund, L.P.(3)
Class A Common Stock 09/01/2021 A 2,500,000 A $10 19,189,082 I Casdin Master Fund, L.P.(4)
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 Securities Underlying Derivative Security (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: 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
Warrants to purchase Class A Common Stock (right to buy) $11.5 09/01/2021 A(5) 4,346,669 10/01/2021 09/01/2026 Class A Common Stock 3,866,669 (5) 4,346,669 I By CMLS Holdings LLC(2)
Class B Common Stock (1) 09/01/2021 M(1) 6,800,000 (1) (1) Class A Common Stock 6,800,000 $0 0 I By CMLS II Holdings LLC(2)
Explanation of Responses:
1. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as CM Life Sciences II Inc. or "CMLS II") and SomaLogic, Inc. ("SomaLogic"), among other things, each share of CMLS II's Class B common stock converted pursuant to the terms of such stock into shares of the Issuer's Class A Common Stock on a one-for-one basis.
2. The securities are held of record by CMLS Holdings II LLC ("CMLS Holdings II"). CMLS Holdings II is the record holder of the Class A common stock and the Class A Common Stock exercisable upon the issuance of warrants reported herein. The Board of Managers of CMLS Holdings II is comprised of Mr. Casdin and Mr. Keith Meister who share voting and investment discretion with respect to the Class A common stock held of record by CMLS Holdings II. As such, Mr. Casdin and Mr. Meister may be deemed to have or share beneficial ownership of the securities held directly by CMLS Holdings LLC. Each of Mr. Casdin and Mr. Meister disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest therein.
3. The securities reflected as beneficially owned by Casdin Partners Master Fund, L.P. in the table above were issued in connection with the consummation of the Business Combination and are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, L.P., (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. The shares held by Casdin Partners GP, LLC may be deemed to be indirectly beneficially owned by (i) Eli Casdin, the managing member of Casdin Partners GP, LLC. Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
4. Includes 2,500,000 shares issued in connection with the Business Combination to Casdin Master Fund, L.P. The shares may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, L.P., (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. Mr. Casdin disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
5. Following the completion of the Business Combination, warrants to purchase Class A Common Stock become exercisable on October 1, 2021, the date that is 30 days after the closing of the Business Combination.
/s/ Brian Emes, Attorney-in-Fact for Eli Casdin 09/03/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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