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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Mackay Sean
(Last) (First) (Middle)
C/O ISOPLEXIS CORPORATION
35 NE INDUSTRIAL RD
(Street)
BRANFORD CT 06405
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021 		3. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO ]
4. 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
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 799,200 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 10/31/2025 Common Stock 40,000(1) 0.2788 D
Stock Option (right to buy) (2) 10/31/2025 Common Stock 80,000(2) 0.2788 D
Stock Option (right to buy) (3) 10/19/2026 Common Stock 52,000(3) 0.44 D
Stock Option (right to buy) (4) 10/04/2027 Common Stock 14,000(4) 0.7263 D
Stock Option (right to buy) (5) 10/04/2027 Common Stock 14,000(5) 0.7263 D
Stock Option (right to buy) (6) 10/04/2027 Common Stock 112,000(6) 0.7263 D
Stock Option (right to buy) (7) 01/15/2028 Common Stock 24,000(7) 0.7263 D
Stock Option (right to buy) (8) 02/11/2028 Common Stock 48,000(8) 0.7263 D
Stock Option (right to buy) (9) 06/28/2028 Common Stock 52,000(9) 0.7263 D
Stock Option (right to buy) (10) 09/26/2028 Common Stock 40,000(10) 0.7263 D
Stock Option (right to buy) (11) 12/13/2028 Common Stock 96,000(11) 0.9625 D
Stock Option (right to buy) (12) 04/14/2030 Common Stock 680,000(12) 1.0275 D
Stock Option (right to buy) (13) 06/07/2031 Common Stock 744,000(13) 4.81 D
Explanation of Responses:
1. Represents 40,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on August 31, 2019 and the remainder vesting in 36 equal installments every month thereafter.
2. Represents 80,000 time-vesting options. Time-vesting options were subject to a four-year time-based vesting schedule, with 25% vested on May 25, 2017 and the remainder vested in 36 equal installments every month thereafter.
3. Represents 52,000 time-vesting options. Time-vesting options were subject to a four-year time-based vesting schedule, with 25% vested on October 20, 2017 and the remainder vested in 36 equal installments every month thereafter.
4. Represents 14,000 performance-vesting options. Performance-vesting options are subject to vesting based upon the achievement of a 2018 revenue target, which was achieved, and a four-year time-based vesting schedule, with 25% vested on December 26, 2019 and the remainder vesting in 36 equal installments every month thereafter.
5. Represents 14,000 performance-vesting options. Performance-vesting options are subject to vesting based upon the achievement of specified sales goals that remain outstanding and a four-year time-based vesting schedule, with 25% vesting on the first anniversary of the date the specified sales goals are achieved and the remainder vesting in 36 equal installments every month thereafter.
6. Represents 112,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on October 5, 2018 and the remainder vesting in 36 equal installments every month thereafter.
7. Represents 24,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on January 16, 2019 and the remainder vesting in 36 equal installments every month thereafter.
8. Represents 48,000 time-vesting options. Time-vesting options were subject to a four-year time-based vesting schedule, with 25% vested on August 1, 2018 and the remainder vested in 36 equal installments every month thereafter.
9. Represents 52,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on June 29, 2019 and the remainder vesting in 36 equal installments every month thereafter.
10. Represents 40,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on September 27, 2019 and the remainder vesting in 36 equal installments every month thereafter.
11. Represents 96,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vested on December 5, 2019 and the remainder vesting in 36 equal installments every month thereafter.
12. Represents 680,000 performance-vesting options. Performance-vesting options were subject to vesting based upon the achievement of certain 2020 revenue targets. On December 15, 2020, the board of directors of IsoPlexis Corporation fully accelerated the performance-vesting options such that such options became exercisable as of such date.
13. Represents 744,000 time-vesting options. Time-vesting options are subject to a four-year time-based vesting schedule, with 25% vesting on June 8, 2022 and the remainder vesting in 36 equal installments every month thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Shane Sevier, attorney-in-fact for Sean Mackay 10/07/2021
** 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 5 (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.
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of
John Strahley and Shane Sevier as the undersigned's true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder of IsoPlexis Corporation (the "Company"), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this July 26, 2021.

/s/ Peter Siesel
Name: Peter Siesel