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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Seer, Inc. [ SEER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 12/08/2020 | C | 5,050,911 | A | (1)(2)(3)(4) | 5,050,911 | D(5)(6) | |||
Class A Common Stock | 12/08/2020 | P | 790,000 | A | $19 | 5,840,911 | D(5)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Convertible Preferred Stock | (1) | 12/08/2020 | C | 3,953,381 | (1) | (1) | Class A Common Stock | 3,953,381 | (1) | 0 | D(5)(6) | ||||
Series C Convertible Preferred Stock | (2) | 12/08/2020 | C | 373,831 | (2) | (2) | Class A Common Stock | 373,831 | (2) | 0 | D(5)(6) | ||||
Series D Convertible Preferred Stock | (3) | 12/08/2020 | C | 474,478 | (3) | (3) | Class A Common Stock | 474,478 | (3) | 0 | D(5)(6) | ||||
Series D-1 Convertible Preferred Stock | (4) | 12/08/2020 | C | 249,221 | (4) | (4) | Class A Common Stock | 249,221 | (4) | 0 | D(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series B Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. |
2. Each share of Series C Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. |
3. Each share of Series D Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. |
4. Each share of Series D-1 Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. |
5. The shares are held directly by Invus Public Equities, L.P. The general partner of Invus Public Equities, L.P. is Invus Public Equities Advisors, LLC. Artal Treasury Ltd is the managing member of Invus Public Equities Advisors, LLC. Artal Treasury Ltd is a wholly owned subsidiary of the Geneva branch of Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A., which is a wholly owned subsidiary of Artal Group S.A. Westend S.A. is the parent company of Artal Group, S.A., and the majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend ("Stichting"). |
6. (Continued from Footnote 5) Mr. Pascal Minne is the sole member of the board of Stichting. Each of the Reporting Persons, other than Invus Public Equities L.P., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such reporting person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the reporting persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
Remarks: |
Invus Public Equities, L.P., By:Invus Public Equities Advisors, LLC, its General Partner, By: /s/ Raymond Debbane, President | 12/10/2020 | |
Invus Public Equities Advisors, LLC, By: /s/ Raymond Debbane, President | 12/10/2020 | |
Artal Treasury Ltd, By: /s/ Keith LePoidevin, Director | 12/10/2020 | |
Artal International S.C.A., By: Artal International Management S.A., its Managing Partner, By: /s/ Anne Goffard, Managing Director | 12/10/2020 | |
Artal International Management S.A., By: /s/ Anne Goffard, Managing Director | 12/10/2020 | |
Artal Group S.A., By: /s/ Anne Goffard, Authorized Person | 12/10/2020 | |
Westend S.A., By: /s/ Pascal Minne, Director | 12/10/2020 | |
Stitching Administratiekantoor Westend, By: /s/ Pascal Minne, Sole Member of the Board | 12/10/2020 | |
/s/ Pascal Minne | 12/10/2020 | |
** 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. |