SEC Filing | IsoPlexis

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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^*

Ho Gregory P.

(Last)

(First)

(Middle)

C/O ISOPLEXIS CORPORATION

35 NE INDUSTRIAL RD

(Street)

BRANFORD

06405

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO ]

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)
10/12/2021

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	10/12/2021		C		894,128⁽¹⁾⁽²⁾	A	⁽¹⁾	894,128	I	See Note 3⁽³⁾
Common Stock	10/12/2021		C		338,959⁽¹⁾⁽⁴⁾	A	⁽¹⁾	1,233,087	I	See Note 3⁽³⁾
Common Stock	10/12/2021		C		630,209⁽¹⁾⁽⁵⁾	A	⁽¹⁾	1,863,296	I	See Note 3⁽³⁾
Common Stock	10/12/2021		C		739,033⁽¹⁾⁽⁶⁾	A	⁽¹⁾	2,602,329	I	See Note 3⁽³⁾
Common Stock	10/12/2021		C		689,267⁽¹⁾⁽⁷⁾	A	⁽¹⁾	3,291,596	I	See Note 3⁽³⁾
Common Stock	10/12/2021		C		435,136⁽¹⁾⁽⁸⁾	A	⁽¹⁾	3,726,732	I	See Note 3⁽³⁾
Common Stock	10/12/2021		C		744,083⁽¹⁾⁽⁹⁾	A	⁽¹⁾	744,083	I	See Note 10⁽¹⁰⁾
Common Stock	10/12/2021		C		459,781⁽¹⁾⁽¹¹⁾	A	⁽¹⁾	1,203,864	I	See Note 10⁽¹⁰⁾
Common Stock	10/12/2021		C		415,337⁽¹⁾⁽¹²⁾	A	⁽¹⁾	1,619,201	I	See Note 10⁽¹⁰⁾
Common Stock	10/12/2021		C		215,950⁽¹⁾⁽¹³⁾	A	⁽¹⁾	1,835,151	I	See Note 10⁽¹⁰⁾
Common Stock	10/12/2021		C		435,136⁽¹⁾⁽⁸⁾	A	⁽¹⁾	2,270,287	I	See Note 10⁽¹⁰⁾
Common Stock	10/12/2021		C		67,642⁽¹⁾⁽¹⁴⁾	A	⁽¹⁾	67,642	I	See Note 15⁽¹⁵⁾

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 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			107,604	⁽¹⁾	⁽¹⁾	Common Stock	860,832⁽¹⁾	$0	0	I	See Note 3⁽³⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			39,726	⁽¹⁾	⁽¹⁾	Common Stock	317,808⁽¹⁾	$0	0	I	See Note 3⁽³⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			87,398	⁽¹⁾	⁽¹⁾	Common Stock	699,184⁽¹⁾	$0	0	I	See Note 10⁽¹⁰⁾
Series A-2 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			7,945	⁽¹⁾	⁽¹⁾	Common Stock	63,560⁽¹⁾	$0	0	I	See Note 15⁽¹⁵⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			73,571	⁽¹⁾	⁽¹⁾	Common Stock	588,568⁽¹⁾	$0	0	I	See Note 3⁽³⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			53,480	⁽¹⁾	⁽¹⁾	Common Stock	427,840⁽¹⁾	$0	0	I	See Note 10⁽¹⁰⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			84,347	⁽¹⁾	⁽¹⁾	Common Stock	674,776⁽¹⁾	$0	0	I	See Note 3⁽³⁾
Series B-2 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			47,403	⁽¹⁾	⁽¹⁾	Common Stock	379,224⁽¹⁾	$0	0	I	See Note 10⁽¹⁰⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			78,999	⁽¹⁾	⁽¹⁾	Common Stock	631,992⁽¹⁾	$0	0	I	See Note 3⁽³⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			24,833	⁽¹⁾	⁽¹⁾	Common Stock	198,664⁽¹⁾	$0	0	I	See Note 10⁽¹⁰⁾
Series C-2 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			51,522	⁽¹⁾	⁽¹⁾	Common Stock	412,176⁽¹⁾	$0	0	I	See Note 3⁽³⁾
Series C-2 Redeemable Convertible Preferred Stock	⁽¹⁾	10/12/2021		C			51,522	⁽¹⁾	⁽¹⁾	Common Stock	412,176⁽¹⁾	$0	0	I	See Note 10⁽¹⁰⁾

Explanation of Responses:

1. Shares of Series A Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series A-2 Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series B Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series B-2 Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer, Series C Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer and Series C-2 Redeemable Convertible Preferred Stock, par value $0.001, of the Issuer (collectively, the "Preferred Stock") were convertible on a one-for-eight basis into shares of Common Stock of the Issuer at the option of the holder at any time and automatically converted upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.

2. Includes 33,296 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

3. The Reporting Person is a managing member of Spring Mountain Capital G.P., LLC, a Delaware limited liability company ("SMC GP"). SMC GP is the managing member of SMC Growth Capital II GP, LLC, a Delaware limited liability company ("GCII GP"). GCII GP is the general partner of SMC Growth Capital Partners II, LP ("GCII"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GCII in which the Reporting Person has no pecuniary interest.

4. Includes 21,151 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

5. Includes 41,641 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

6. Includes 64,257 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

7. Includes 57,275 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

8. Includes 22,960 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

9. Includes 44,899 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

10. The Reporting Person is a managing member of SMC GP. SMC GP is the managing member of SMC Private Equity Holdings G.P., LLC, a Delaware limited liability company ("PEH GP"). PEH GP is the general partner of SMC Private Equity Holdings, LP ("PEH"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by PEH in which the Reporting Person has no pecuniary interest.

11. Includes 31,941 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

12. Includes 36,113 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

13. Includes 17,286 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

14. Includes 4,082 shares of Common Stock issued per dividends accrued to but not including October 12, 2021.

15. The Reporting Person is a managing member of SMC Holdings II G.P., LLC, a Delaware limited liability company ("Holdings GP"). Holdings GP is the general partner of SMC Holdings II, LP ("Holdings"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Holdings in which the Reporting Person has no pecuniary interest.

Remarks:

	/s/ Shane Sevier, attorney-in-fact for Gregory P. Ho	10/14/2021
	** 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).
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