Statement of Changes in Beneficial Ownership (4)
21 März 2023 - 9:47PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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. Name and Address of Reporting Person
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Conley John G. |
2. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp
[
ISO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ISOPLEXIS CORPORATION, 35 NE INDUSTRIAL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/21/2023 |
(Street)
BRANFORD, CT 06405 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/21/2023 | | D | | 100752 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Stock Option | $1.83 | 3/21/2023 | | D | | | 8000 | (3) | 12/14/2030 | Common Stock | 8000 | (2) | 0 | D | |
Stock Option | $10.7163 | 3/21/2023 | | D | | | 40000 | (4) | 7/21/2031 | Common Stock | 40000 | (2) | 0 | D | |
Stock Option | $2.10 | 3/21/2023 | | D | | | 89047 | (5) | 6/16/2032 | Common Stock | 89047 | (2) | 0 | D | |
Explanation of Responses: |
(1) | On March 21, 2023, pursuant to the Agreement and Plan of Merger, dated as of December 21, 2022 (the Merger Agreement), by and among IsoPlexis Corporation, a Delaware corporation (IsoPlexis), Berkeley Lights, Inc., a Delaware corporation (Berkeley Lights), and Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Berkeley Lights, each share of common stock, par value $0.001, of IsoPlexis (IsoPlexis Common Stock) reported in this Form 4 was converted into the right to receive 0.6120 fully paid and nonassessable shares of common stock, par value $0.00005, of Berkeley Lights (Berkeley Lights Common Stock), together with cash in lieu of fractional shares of Berkeley Lights Common Stock, if any, and any unpaid dividends or other distributions. |
(2) | On March 21, 2023, pursuant to the Merger Agreement, each IsoPlexis stock option reported in this Form 4 that was (a) vested and unexercised or (b) vested solely as a result of the consummation of the merger pursuant to the Merger Agreement was, in each case, exercisable prior to the effective time of such merger and, to the extent unexercised at such effective time, canceled for no consideration. |
(3) | Vested 25% on December 15, 2021 and thereafter in 36 equal monthly installments. |
(4) | Vested 25% on July 19, 2022 and thereafter in 36 equal monthly installments. |
(5) | Vests in full on the earlier of June 16, 2023 or the day prior to the next annual stockholders meeting. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Conley John G. C/O ISOPLEXIS CORPORATION 35 NE INDUSTRIAL ROAD BRANFORD, CT 06405 | X |
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Signatures
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/s/ John G. Conley | | 3/21/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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