BRUKER CORP — Director's Dealing 2023

Oct 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bruker Cellular Analysis, Inc. (CELL)
CIK: 0001689657
Period of Report: 2023-10-02

Reporting Person: BRUKER CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-02	Common Stock	J	1000	$99711.327	Acquired	1000	Direct

Footnotes

F1: On August 17, 2023, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bruker Corporation ("Bruker") and Bird Mergersub Corporation, a wholly owned subsidiary of Bruker ("Purchaser"). The Merger Agreement provided that Bruker will acquire the Issuer through a cash tender offer (the "Offer") by Purchaser for all of the Issuer's outstanding shares of common stock, par value $0.00005 per share.

F2: As of one minute past 11:59 p.m., New York City time, on September 28, 2023, the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer. Following the expiration of the Offer, Purchaser merged with and into the Issuer on October 2, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Purchaser issued and outstanding immediately before October 2, 2023 automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Issuer (representing 1,000 shares in the aggregate) (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Bruker. As a result of the Offer and the Merger, Bruker acquired a total of 1,000 shares of common stock in exchange for $99,711,327 in cash.