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STANDARD BIOTOOLS INC. — Major Shareholding Notification 2024
Jan 12, 2024
32853_mrq_2024-01-12_f0d089e8-2a9b-4398-85f7-0c92a256f003.zip
Major Shareholding Notification
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SC 13D/A 1 formsc13da-01122024_070144.htm html PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN" "http://www.w3.org/TR/REC-html40/loose.dtd" FORM schedule-13d
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
STANDARD BIOTOOLS INC.
(Name of Issuer)
Common
(Title of Class of Securities)
34385P108
(CUSIP Number)
William Braverman ESQ Neuberger Berman Group LLC 1290 Avenue of the Americas New York , New Jersey 10104 212-476-9035
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 5, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ x ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Neuberger Berman Group LLC | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) OO | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization Common | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 3,500,017 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 4,382,584 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 4,382,584 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ x ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 1.51 | |
| (14) | Type of Reporting Person (See Instructions) HC |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Neuberger Berman Investment Advisers Holdings LLC | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) OO | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 3,432,661 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 4,315,228 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 4,315,228 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 1.49 | |
| (14) | Type of Reporting Person (See Instructions) OO |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Neuberger Berman Investment Advisers LLC | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) OO | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 3,432,661 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 4,315,228 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 4,315,228 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 1.49 | |
| (14) | Type of Reporting Person (See Instructions) IA |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Neuberger Berman Canada Holdings LLC | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) OO | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 67.356 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 67,356 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 67,356 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 0.02 | |
| (14) | Type of Reporting Person (See Instructions) HC |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) NB Acquisitionco ULC | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) OO | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization British Columbia, Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 67,356 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 67,356 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 67,356 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 0.02 | |
| (14) | Type of Reporting Person (See Instructions) HC |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Neuberger Berman Canada ULC | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) OO | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization British Columbia, Canada | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 67,356 | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 67,356 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 67,356 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 0.02 | |
| (14) | Type of Reporting Person (See Instructions) IA |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Benjamin Nahum | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) PF | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 315,000 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 315,000 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 315,000 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) .11 | |
| (14) | Type of Reporting Person (See Instructions) IN |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Amit Solomon | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) PF | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 9,260 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 9,260 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 9,260 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 0.00 | |
| (14) | Type of Reporting Person (See Instructions) IN |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Rand Gesing | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) PF | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 50,000 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 50,000 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 50,000 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 0.02 | |
| (14) | Type of Reporting Person (See Instructions) IN |
| CUSIP No. 34385P108 — (1) | Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only) Pong Chan | |
|---|---|---|
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (b) Membership in Group is Disclaimed | |
| (3) | SEC Use Only | |
| (4) | Source of Funds (See Instructions) PF | |
| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] | |
| (6) | Citizenship or Place of Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | (7) | Sole Voting Power 2,000 |
| (8) | Shared Voting Power 0 | |
| (9) | Sole Dispositive Power 2,000 | |
| (10) | Shared Dispositive Power 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 2,000 | |
| (12) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] | |
| (13) | Percent of Class Represented by Amount in Row (9) 0.00 | |
| (14) | Type of Reporting Person (See Instructions) IN |
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 18, 2021 ("Amendment No.1" and, together with the Initial Schedule 13D, the "Schedule 13D"), relating to the class of equity securities to which this statement on Schedule 13D relates is the common stock (the "Securities") of Standard Biotools Inc., a California corporation (the "Issuer"), having its principal place of business at 2 Tower Place, Suite 2000 South San Francisco, CA, 94080. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.
Item 2. Identity and Background
(c)
Item 2(c) of the Schedule 13D is hereby amended to restate the information required by instruction C to Schedule 13D as follows: The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below. Neuberger Berman Group LLC Directors Joseph Amato Sharon Bowen Robert D'Alelio Michele Docharty Steven Kandarian George Walker Richard Worley Executive Officers George Walker, Chief Executive Officer Joseph Amato, President Andrew Komaroff, Executive Vice President and Chief Operating Officer Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary William Arnold, Executive Vice President and Chief Financial Officer Michael Chinni, Treasurer Leo Anthony Viola, Controller Neuberger Berman Investment Advisers LLC Directors Joseph Amato Kenneth deRegt Douglas Kramer Bradley Tank Stephen Wright Executive Officers Joseph Amato, President - Equities and Chief Investment Officer â Equities Bradley Tank, President - Fixed Income and Chief Investment Officer â Fixed Income Kenneth deRegt, Chief Operating Officer - Fixed Income and Managing Director Patrick Deaton - Chief Operating Officer - Alternatives and Managing Director Paul Lanks - Chief Operating Officer - Private Wealth Douglas Kramer, Head of Institutional Equity and Multi-Asset and Managing Director Irina Babushkina, Chief Administrative Officer - Global Research and Senior Vice President Beryl Lou, Head of Investment Engineering and Vice President Brian Kerrane, Head of Mutual Fund Administration and Managing Director Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director Michael Chinni, Treasurer and Senior Vice President Leo Anthony Viola, Controller and Managing Director Savonne Ferguson, Chief Compliance Officer - Mutual Funds and Senior Vice President Neuberger Berman Canada ULC Directors Joseph Amato Heather Zuckerman Ray Carroll Patrick Deaton Executive Officers Kashif Khan, Chief Executive Officer Ray Carroll, Chief Investment Officer - Breton Hill William Arnold, Chief Financial Officer Leo Anthony Viola, Controller Milca Beltre, Head of Tax Barry Giarraputo, Chief Financial Officer - Alternatives Brian Kerrane, Head of Fund Administration Robert Arancio, Head of Trading Patrick Lomelo, Head of Operations Viviana Beltrametti Walker, Chief Compliance Officer Linda Sharaby, Secretary Monica Sherer, Assistant Secretary Elvira Decaro, Assistant Secretary Frank Maeba, Managing Director Simon Griffiths, Managing Director Gideon Schapiro, Managing Director Ram Ramaswamy, Managing Director Evgeny Dunaevsky, Senior Vice President
Item 5. Interest in Securities of the Issuer.
(a)
Item 5 (a) - (c) and (e) of the Schedule 13D is hereby amended and supplemented as follows: See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages set forth in this Schedule 13D are based upon the Reporting Person's calculation of 289,464,031 shares of Common Stock outstanding, based upon (i) 80,030,193 shares of Common Stock outstanding as of November 29, 2023, as reported in the Issuer's prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on December 22, 2023 ("the Prospectus"), plus (ii) 209,433,838 shares of Common Stock used as merger consideration in connection with the Issuer's transaction with SomaLogic, Inc., a Delaware corporation ("Somalogic") (representing a 1.11 fixed exchange ratio over 188,679,133 shares of SomaLogic common stock outstanding as of November 29, 2023, as reported in the Prospectus). As a result of the consummation of the transaction between the Issuer and SomaLogic (as reported in the Form 8-K filed by the Issuer on January 5, 2024), the Reporting Persons' beneficial ownership of Common Stock has been reduced below 5% of the outstanding shares of Common Stock.
(b)
See Rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)
Information concerning transaction in the shares of Common Stock reported herein effected during the past sixty (60) days is set forth in Schedule 1, which is attached hereto and is incorporated herein by reference. All of the transactions in the shares of Common Stock listed therein were effected in the open market through various brokerage entities.
(d)
The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market. See Schedule 1.
(e)
January 5, 2024
Item 7. Material to Be Filed as Exhibits
EX-1.1 The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 12, 2024
| Neuberger Berman Group LLC | |
|---|---|
| By: | /s/ Joseph Amato |
| Name: Joseph Amato | |
| Title: President |
Date: January 12, 2024
| Neuberger Berman Investment Advisers LLC | |
|---|---|
| By: | /s/ Joseph Amato |
| Name: Joseph Amato | |
| Title: President - Equities |
Date: January 12, 2024
| Neuberger Berman Investment Advisers Holdings LLC | |
|---|---|
| By: | /s/ Andrew Komaroff |
| Name: Andrew Komaroff | |
| Title: President |
Date: January 12, 2024
| Neuberger Berman Canada Holdings LLC | |
|---|---|
| By: | /s/ Ray Carroll |
| Name: Ray Carroll | |
| Title: Chief Executive Officer |
Date: January 12, 2024
| NB Acquisitionco ULC | |
|---|---|
| By: | /s/ Ray Carroll |
| Name: Ray Carroll | |
| Title: Chief Executive Officer |
Date: January 12, 2024
| Neuberger Berman Canada ULC | |
|---|---|
| By: | /s/ Ray Carroll |
| Name: Ray Carroll | |
| Title: Chief Executive Officer |
Date: January 12, 2024
| By: |
|---|
| Name: Benjamin Nahum |
Date: January 12, 2024
| By: |
|---|
| Name: Amit Solomon |
Date: January 12, 2024
| By: |
|---|
| Name: Rand Gesing |
Date: January 12, 2024
| By: |
|---|
| Name: Pong Chan |
Exhibit Index
| Exhibit No. | Description |
|---|---|
| EX-1.1 | The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market. |