SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Spaventa Andrew

(Last)

(First)

(Middle)

10931 N. TORREY PINES ROAD

SUITE#100

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Singular Genomics Systems, Inc. [ OMIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2021

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

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

X	Form filed by One Reporting Person
	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	06/01/2021		C		715,884	A	⁽¹⁾	715,884	I	By Axon Holdings, LLC⁽²⁾
Common Stock	06/01/2021		C		173,144	A	$17.6⁽³⁾	889,028	I	By Axon Holdings, LLC⁽²⁾
Common Stock								4,613,571	I	By The Andrew K. Spaventa Living Trust dated April 9, 2014

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)
Series Seed Preferred Stock	⁽¹⁾	06/01/2021		C			362,266	⁽¹⁾	⁽¹⁾	Common Stock	362,266	⁽¹⁾	0	I	By Axon Holdings, LLC⁽²⁾
Series A Preferred Stock	⁽¹⁾	06/01/2021		C			201,155	⁽¹⁾	⁽¹⁾	Common Stock	201,155	⁽¹⁾	0	I	By Axon Holdings, LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	06/01/2021		C			152,463	⁽¹⁾	⁽¹⁾	Common Stock	152,463	⁽¹⁾	0	I	By Axon Holdings, LLC⁽²⁾
Convertible Promissory Note	⁽³⁾	06/01/2021		C			173,144	⁽³⁾	⁽⁴⁾	Common Stock	173,144	⁽³⁾	0	I	By Axon Holdings, LLC⁽²⁾

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering ("IPO"), each share of the Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date.

2. The shares are held directly by Axon Holdings, LLC. The managing member of Axon Holdings, LLC is Axon Managers, LLC. The Reporting Person is a managing member of Axon Managers, LLC. and may be deemed to have shared voting and investment power over the shares held by Axon Holdings, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The holdings of Axon Holdings, LLC depicted above reflect applicable transfers and related transactions prior to the IPO from Axon Ventures X, LLC.

3. Immediately prior to the closing of the Issuer's IPO, the Convertible Note automatically converted into shares of the Issuer's common stock at a conversion price of $17.60 per share.

4. The maturity date of the Convertible Note is the earliest to occur of (1) February 25, 2023 and (2) an Event of Default as defined in the related Note Purchase Agreement.

Remarks:

	/s/ Dalen Meeter, Attorney-in-Fact	06/01/2021
	** 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 Number.