SEC Filing - Investor Relations

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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^*

SINGER DAVID B

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D,

SUITE DM100

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seer, Inc. [ SEER ]

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)
12/08/2020

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)
Class A Common Stock	12/08/2020		C		3,390,559	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	3,390,559	I	See footnote⁽⁶⁾
Class A Common Stock	12/08/2020		C		1,934,954	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	1,934,954	I	See footnote⁽⁷⁾

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 A Convertible Preferred Stock	⁽¹⁾	12/08/2020		C			1,280,724	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,280,724	⁽¹⁾	0	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽²⁾	12/08/2020		C			1,275,928	⁽²⁾	⁽²⁾	Class A Common Stock	1,275,928	⁽²⁾	0	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽³⁾	12/08/2020		C			265,434	⁽³⁾	⁽³⁾	Class A Common Stock	265,434	⁽³⁾	0	I	See footnote⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁴⁾	12/08/2020		C			326,269	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	326,269	⁽⁴⁾	0	I	See footnote⁽⁶⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	12/08/2020		C			242,204	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	242,204	⁽⁵⁾	0	I	See footnote⁽⁶⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/08/2020		C			777,593	⁽¹⁾	⁽¹⁾	Class A Common Stock	777,593	⁽¹⁾	0	I	See footnote⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	12/08/2020		C			700,762	⁽²⁾	⁽²⁾	Class A Common Stock	700,762	⁽²⁾	0	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	12/08/2020		C			145,780	⁽³⁾	⁽³⁾	Class A Common Stock	145,780	⁽³⁾	0	I	See footnote⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁴⁾	12/08/2020		C			179,192	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	179,192	⁽⁴⁾	0	I	See footnote⁽⁷⁾
Series D-1 Convertible Preferred Stock	⁽⁵⁾	12/08/2020		C			131,627	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	131,627	⁽⁵⁾	0	I	See footnote⁽⁷⁾

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis 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 B Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis 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 C Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis 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 Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

5. Each share of Series D-1 Convertible Preferred Stock automatically converted into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.

6. The reported shares are held of record by Maverick Ventures Investment Fund, L.P. ("Maverick Ventures Fund"). Maverick Capital Ventures, LLC (Maverick Ventures) is the general partner of Maverick Ventures Fund. As a Managing Partner of Maverick Ventures, the reporting person shares voting and dispositive power with respect to the shares held by Maverick Ventures Fund. The reporting person disclaims beneficial ownership of the reported securities of the Issuer held of record by Maverick Ventures Fund except to the extent of his pecuniary interest therein.

7. The reported shares are held of record by Maverick Advisors Fund, L.P. ("Maverick Advisors"). Maverick Ventures is the general partner of Maverick Advisors. As a Managing Partner of Maverick Ventures, the reporting person shares voting and dispositive power with respect to the shares held by Maverick Advisors. The reporting person disclaims beneficial ownership of the reported securities of the Issuer held of record by Maverick Advisors except to the extent of his pecuniary interest therein.

Remarks:

	/s/ David Singer	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.
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