Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Casdin Partners Master Fund, L.P.

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STANDARD BIOTOOLS INC. [ LAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2024		P⁽¹⁾		1,000,000	A	$1.6319⁽²⁾	47,730,821	I⁽³⁾	See footnote⁽³⁾
Common Stock	08/05/2024		P⁽⁴⁾		200,000	A	$1.5839⁽⁵⁾	47,930,821	I⁽³⁾	See footnote⁽³⁾
Common Stock								545,000	I⁽⁶⁾	See footnote⁽⁶⁾
Common Stock								13,939,637	I⁽⁷⁾	See Footnote⁽⁷⁾
Common Stock								2,781,432⁽⁸⁾	D⁽⁹⁾
Common Stock								2,744,219	I⁽¹⁰⁾	See footnote⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Casdin Partners Master Fund, L.P.

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Casdin Eli

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Casdin Amplify Fund, LP

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Casdin Capital, LLC

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Casdin Partners GP, LLC

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CASDIN PRIVATE GROWTH EQUITY FUND GP, LLC

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Casdin Private Growth Equity Fund II GP, LLC

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS, SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Casdin Private Growth Equity Fund II, L.P.

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Casdin Private Growth Equity Fund, L.P.

(Last)

(First)

(Middle)

1350 AVENUE OF THE AMERICAS

SUITE 2600

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. The purchase of Issuer's Common Stock ("Shares") reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,000,000 Shares, with the sale of 1,000,000 shares of Issuer common stock at a price of $2.05 per share by an entity in which Casdin Capital, LLC ("Casdin"), Casdin Partners GP, LLC (the "GP") and Eli Casdin (collectively with Casdin and the GP, the "Disgorging Parties") had a pecuniary interest on the date reported on the Form 4 filed on June 21, 2024 by the Disgorging Parties. The Disgorging Parties agreed to pay to Issuer, upon settlement of the purchase, $376.24 which represents the full amount of the profit realized by the Disgorging Parties, as a result of their pecuniary interest in the entity which made the sale referenced above, in connection with the short-swing transaction.

2. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $1.5462 to $1.6583. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

3. The securities are owned directly by Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Master Fund, (ii) the GP, the general partner of the Master Fund, and (iii) Eli Casdin, the managing member of Casdin and the GP.

4. The purchase of Shares reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 200,000 Shares, with the sale of 200,000 shares of Issuer common stock at a price of $2.05 per share by an entity in which the Disgorging Parties had a pecuniary interest on the Disgorging Parties' Form 4 filed on June 21, 2024. The Disgorging Parties agreed to pay to Issuer, upon settlement of the purchase, $83.91 which represents the full amount of the profit realized by the Disgorging Parties, as a result of their pecuniary interest in the entity what made the sale referenced above, in connection with the short-swing transaction.

5. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $1.5664 to $1.5997. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this footnote.

6. The securities are owned directly by Amplify and are deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to Amplify, (ii) the GP, the general partner of Amplify, and (iii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.

7. The securities are owned directly by Casdin Private Growth Equity Fund II, L.P. (the "Equity Fund II") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund II, and (ii) Eli Casdin, the managing member of Casdin.

8. Includes Restricted Stock United ("RSUs"). Certain RSUs vest in full on the earlier to occur of June 28, 2025 and one day prior to the date of the Company's next annual meeting of stockholders, subject to the Reporting Person's continued service through the applicable vesting date and other RSUs vested as to 25% on July 23, 2024 and thereafter in two equal installments on the 15th day of the last month of each remaining fiscal quarter of 2024, subject to the Reporting Person's continued service through the applicable vesting date.

9. The securities are owned directly by Eli Casdin.

10. The securities are owned directly by Casdin Private Growth Equity Fund, L.P. (the "Equity Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin, the investment adviser to the Equity Fund, and (ii) Eli Casdin, the managing member of Casdin.

Remarks:

Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member	08/06/2024
	/s/ Eli Casdin, Eli Casdin	08/06/2024
	Casdin Amplify Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member	08/06/2024
	Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member	08/06/2024
	Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member	08/06/2024
	Casdin Private Growth Equity Fund GP, LLC, By: /s/ Eli Casdin, Managing Member	08/06/2024
	Casdin Private Growth Equity Fund GP II, LLC, By: /s/ Eli Casdin, Managing Member	08/06/2024
	Casdin Private Growth Equity Fund II, L.P., By: Casdin Private Growth Equity Fund II GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member	08/06/2024
	Casdin Private Growth Equity Fund, L.P., By: Casdin Private Growth Equity Fund GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member	08/06/2024
	** 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).
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