STANDARD BIOTOOLS INC. — Director's Dealing 2024

Jan 10, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STANDARD BIOTOOLS INC. (LAB)
CIK: 0001162194
Period of Report: 2024-01-05

Reporting Person: Casdin Eli (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-05	Common Stock	A	3807	—	Acquired	76949	Direct
2024-01-05	Common Stock	A	3807	—	Acquired	80756	Direct
2024-01-05	Common Stock	A	7548000	—	Acquired	7548000	Indirect
2024-01-05	Common Stock	A	11246525	—	Acquired	11246525	Indirect
2024-01-05	Common Stock	A	2744219	—	Acquired	2744219	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-05	Stock Option (Right to buy)	$10.68	A	51842	Acquired	2031-10-26	Common Stock (51842)	Direct
2024-01-05	Stock Option (Right to buy)	$8.19	A	22866	Acquired	2032-02-29	Common Stock (22866)	Direct
2024-01-05	Stock Option (Right to buy)	$2.08	A	22866	Acquired	2033-03-16	Common Stock (22866)	Direct
2024-01-05	Stock Option (Right to buy)	$4.30	A	46514	Acquired	2031-02-18	Common Stock (46514)	Direct
2024-01-05	Warrant to purchase common stock (Right to buy)	$11.50	A	4824802	Acquired	2026-09-01	Common Stock (4824802)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1200000	Indirect

Footnotes

F1: Received in exchange for 3,430 shares of common stock of SomaLogic, Inc. ("SomaLogic") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 4, 2023, by and among Standard BioTools Inc. (the "Company"), Martis Merger Sub, Inc. and SomaLogic (the "Merger"). Per the terms of the Merger, each share of SomaLogic common stock was converted into the right to receive 1.11 shares of the Company's common stock (the "Exchange Ratio") at the effective time of the Merger (the "Effective Time").

F2: Represents Restricted Stock Units ("RSUs") that vest in four equal annual installments beginning March 17, 2024, subject to the Reporting Person's continued service through the applicable vesting date. Each RSU represents the right to receive one share of common stock upon vesting.

F3: Pursuant to the Merger Agreement, each RSU convertible into shares of SomaLogic common stock (a "SomaLogic RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of common stock of the Company equal to the to the product of (i) the number of shares subject to such SomaLogic RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with the resulting number of shares of Company common stock rounded to the next nearest whole share. Except as noted above, each assumed SomaLogic RSU will continue to be governed by the same terms and conditions, including vesting terms and provision, as were applicable to such SomaLogic RSU immediately prior to the Effective Time.

F4: Received in exchange for 6,800,000 shares of common stock of SomaLogic pursuant to the Merger. The shares are held of record by CMLS Holdings II LLC ("CMLS Holdings II"). The Board of Managers of CMLS Holdings II includes Mr. Casdin, who, as a member of the Board of Managers of CMLS Holdings III, shares voting and investment discretion with respect to the common stock held by CMLS Holdings II. Mr. Casdin may be deemed to have or share beneficial ownership of the securities held by CMLS Holdings II, which inlcude such shares and the warrants referenced in Table II.

F5: Received in exchange for 10,132,055 shares of common stock of SomaLogic pursuant to the Merger. The shares reflected as beneficially owned by Casdin Partners Master Fund, L.P. in the table above are owned directly by Casdin Partners Master Fund, L.P. 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.

F6: Received in exchange for 2,472,270 shares of common stock of SomaLogic pursuant to the Merger. The shares held by Casdin Private Growth Equity Fund, L.P. may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Private Growth Equity Fund, L.P., (ii) Casdin Private Growth Equity GP, LLC, the general partner of Casdin Private Growth Equity Fund, L.P., and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Private Growth Equity GP, LLC.

F7: The securities are owned directly by Casdin Partners FO1-MSV, LP ("Casdin FO1") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin FO1, (ii) Casdin Partners GP, LLC, the general partner of Casdin FO1, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.

F8: 25% of the shares underlying the option vested on October 27, 2022, with the remaining shares vesting in equal monthly installments thereafter starting on the 1st of the following month until fully vested, subject to the Reporting Person's continued service through the applicable vesting date.

F9: Pursuant to the Merger Agreement, each option to purchase SomaLogic common stock (a "SomaLogic Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was converted into an option to acquire the number of shares of common stock of the Company equal to the product of (i) the number of shares subject to such SomaLogic Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole number of shares of the Issuer's common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the SomaLogic Option by the Exchange Ratio, rounded up to the nearest whole cent. Except as noted above, each assumed SomaLogic Option will continue to be governed by the same terms and conditions, including vesting terms and provision, as were applicable to such SomaLogic Option immediately prior to the Effective Time.

F10: This option is fully vested and currently exercisable.

F11: 100% of the shares underlying the option vest on March 17, 2024, subject to the Reporting Person's continued service through the applicable vesting date.

F12: 25% of the shares underlying the option vested on February 19, 2022, with the remaining shares vesting in equally monthly installments started on the 1st day of the following month until fully vested, subject to the Reporting Person's continued service through the applicable vesting date.

F13: Pursuant to the Merger Agreement, each warrant to purchase SomaLogic common stock was treated in accordance with its terms on and after the Effective Time and each warrant will convert into the right to receive, upon exercise of such warrant, the number of shares of common stock of the Company equal to multiplying the number of shares of common stock of SomaLogic subject to such warrant by the Exchange Ratio. The securities are held of record by CMLS Holdings II. See footnote 4 for more information.