SEC Form 4 · accession 0001104659-17-073155

Quanterix Corp · QTRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Keith Crandell

Director · 10% Owner

Period of report

Dec 11, 2017

Accepted (ET)

Dec 13, 2017 · 4:24 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001503274

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Dec 11, 2017	C	398,257	—	A	398,257	I	Held by ARCH Venture Fund VI, L.P.
Common Stock^F1,F2	Dec 11, 2017	C	1,045,426	—	A	1,443,683	I	Held by ARCH Venture Fund VI, L.P.
Common Stock^F1,F2	Dec 11, 2017	C	477,042	—	A	1,920,725	I	Held by ARCH Venture Fund VI, L.P.
Common Stock^F1,F2	Dec 11, 2017	C	109,769	—	A	2,030,494	I	Held by ARCH Venture Fund VI, L.P.
Common Stock^F1,F2	Dec 11, 2017	C	381,507	—	A	2,412,001	I	Held by ARCH Venture Fund VI, L.P.
Common Stock^F1,F3	Dec 11, 2017	C	1,271,684	—	A	1,271,684	I	Held by ARCH Venture Fund VIII Overage, L.P.
Common Stock^F4,F3	Dec 11, 2017	P	266,000	$15.00	A	1,537,684	I	Held by ARCH Venture Fund VIII Overage, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A-1 Preferred Stock^F1,F2,F5,F6	—	Dec 11, 2017	C	1,280,000	D	—	—	Common Stock	398,257	0	I
Series A-2 Preferred Stock^F1,F2,F5,F6	—	Dec 11, 2017	C	3,360,000	D	—	—	Common Stock	1,045,426	0	I
Series B Preferred Stock^F1,F2,F5,F6	—	Dec 11, 2017	C	1,533,214	D	—	—	Common Stock	477,042	0	I
Warrant to Purchase Series C Preferred Stock (right to buy)^F7,F8,F2	$3.3299	Nov 27, 2017	X	18,450	D	Mar 1, 2012	Nov 30, 2017	Series C Preferred Stock	18,450	14,761	I
Series C Preferred Stock^{F7,F1,F2,F5,F6}	—	Nov 27, 2017	X	18,450	A	—	—	Common Stock	5,740	363,869	I
Series C Preferred Stock^{F7,F8,F2,F1,F5,F6}	—	Nov 27, 2017	S	14,350	D	—	—	Common Stock	4,464	349,519	I
Warrant to Purchase Series C Preferred Stock (right to buy)^F7,F9,F2	$3.3299	Nov 27, 2017	X	11,993	D	Jul 30, 2012	Nov 30, 2017	Series C Preferred Stock	11,993	2,768	I
Series C Preferred Stock^{F7,F1,F2,F5,F6}	—	Nov 27, 2017	X	11,993	A	—	—	Common Stock	3,731	361,512	I
Series C Preferred Stock^{F7,F9,F2,F1,F5,F6}	—	Nov 27, 2017	S	9,328	D	—	—	Common Stock	2,902	352,184	I
Warrant to Purchase Series C Preferred Stock (right to buy)^F7,F10,F2	$3.3299	Nov 27, 2017	X	2,768	D	Nov 5, 2012	Nov 30, 2017	Series C Preferred Stock	2,768	0	I
Series C Preferred Stock^{F7,F1,F2,F5,F6}	—	Nov 27, 2017	X	2,768	A	—	—	Common Stock	861	354,952	I
Series C Preferred Stock^{F7,F10,F2,F1,F5,F6}	—	Nov 27, 2017	S	2,152	D	—	—	Common Stock	669	352,800	I
Series C Preferred Stock^F1,F2,F5,F6	—	Dec 11, 2017	C	352,800	D	—	—	Common Stock	109,769	0	I
Series D Preferred Stock^F1,F2,F5,F6	—	Dec 11, 2017	C	1,226,158	D	—	—	Common Stock	381,507	0	I
Series D Preferred Stock^F1,F3,F5,F6	—	Dec 11, 2017	C	4,087,193	D	—	—	Common Stock	1,271,684	0	I

Explanation of responses

F1The shares of preferred stock automatically converted into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock automatically converted on a 1-for-3.214 basis and such conversion rate is reflected in the amount of common stock underlying the security.
F10These warrants to purchase Series C preferred stock were exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 2,152 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 616 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock of $4.2815, which is equal to approximately $13.76 per share on an as-converted-to-common stock basis.
F2The shares are held of record by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"), which may be deemed to beneficially own the shares held by ARCH Fund VI. The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"), which may be deemed to beneficially own the shares held by ARCH Fund VI. ARCH Partners VI and ARCH VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. As a managing director of ARCH VI LLC, the Reporting Person may be deemed to beneficially own the shares held by ARCH Fund VI. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F3The shares are held of record by ARCH Venture Fund VIII Overage, L.P. ("ARCH Fund Overage"). The sole general partner of ARCH Fund Overage is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"), which may be deemed to beneficially own the shares held by ARCH Fund Overage. ARCH VIII LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. As a managing director of ARCH VIII LLC, the Reporting Person may be deemed to beneficially own the shares held by ARCH Fund Overage. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F4Reflects shares purchased in the Issuer's initial public offering.
F5These shares were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election.
F6Not applicable.
F7This transaction, which occurred prior to the Issuer's initial public offering of Common Stock, is being reported as required by Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended.
F8These warrants to purchase Series C preferred stock were exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 14,350 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 4,100 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock of $4.2815, which is equal to approximately $13.76 per share on an as-converted-to-common stock basis.
F9These warrants to purchase Series C preferred stock were exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 9,328 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 2,665 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock of $4.2815, which is equal to approximately $13.76 per share on an as-converted-to-common stock basis.