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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 1.77 | 02/06/2024 | A | 79,729 | (3) | 02/06/2034 | Class A Common Stock | 79,729 | $ 0 | 79,729 | D | ||||
| Employee Stock Option (right to buy) | $ 1.77 | 02/06/2024 | A | 140,000 | (4) | 02/06/2034 | Class A Common Stock | 140,000 | $ 0 | 140,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kogan Elona C/O SEER, INC. 3800 BRIDGE PARKWAY, SUITE 102 REDWOOD CITY, CA 94065 |
CHIEF LEGAL OFFICER | |||
| /s/ David Horn, by power of attorney | 02/23/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported shares are represented by restricted stock units, or RSUs, which vest in four equal annual installments beginning on February 15, 2025. |
| (2) | The reported shares were sold to satisfy the reporting person's tax obligations in connection with the vesting of RSUs. |
| (3) | One-fourth of the shares subject to the option vest on February 6, 2025 and 1/48th of the shares vest monthly thereafter. |
| (4) | The option is subject to vesting requirements based upon achievement of specified performance-based criteria (the "Stock Price Hurdle") which requires that the Issuer achieve a stock price equal to or greater than 200% of the option exercise price during the period beginning on the grant date and ending on February 6, 2031 (the "Performance Period"). If the Stock Price Hurdle is achieved within the Performance Period, then one-fourth of the shares subject to the option vest on the date that achievement of the Stock Price Hurdle is certified and the remaining shares vest annually thereafter in three equal installments. |