0000899243-23-019720.txt : 20231003 0000899243-23-019720.hdr.sgml : 20231003 20231003143749 ACCESSION NUMBER: 0000899243-23-019720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231002 FILED AS OF DATE: 20231003 DATE AS OF CHANGE: 20231003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORITZ MICHAEL J CENTRAL INDEX KEY: 0001201045 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39388 FILM NUMBER: 231302769 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bruker Cellular Analysis, Inc. CENTRAL INDEX KEY: 0001689657 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 352415390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5858 HORTON STREET STREET 2: SUITE 320 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-858-2855 MAIL ADDRESS: STREET 1: 5858 HORTON STREET STREET 2: SUITE 320 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: PhenomeX Inc. DATE OF NAME CHANGE: 20230320 FORMER COMPANY: FORMER CONFORMED NAME: Berkeley Lights, Inc. DATE OF NAME CHANGE: 20161109 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-10-02 0 0001689657 Bruker Cellular Analysis, Inc. CELL 0001201045 MORITZ MICHAEL J C/O BRUKER CELLULAR ANALYSIS, INC. 5858 HORTON STREET, SUITE 320 EMERYVILLE CA 94608 1 0 0 0 0 Common Stock 2023-10-02 4 M 0 70000 D 174662 I By estate planning vehicle Common Stock 2023-10-02 4 D 0 174662 D 0 I By estate planning vehicle Common Stock 2023-10-02 4 D 0 755670 D 0 I Sequoia Capital U.S. Growth Fund VI, L.P. Common Stock 2023-10-02 4 D 0 47432 D 0 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. Common Stock 2023-10-02 4 D 0 279214 D 0 I Sequoia Capital U.S. Venture Fund XV, L.P. Common Stock 2023-10-02 4 D 0 6035 D 0 I Sequoia Capital U.S. Venture Partners Fund XV, L.P. Common Stock 2023-10-02 4 D 0 16805 D 0 I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. Common Stock 2023-10-02 4 D 0 61325 D 0 I Sequoia Capital U.S. Venture XV Principals Fund, L.P. Common Stock 2023-10-02 4 D 0 110782 D 0 I By Sequoia Grove II, LLC On October 2, 2023, pursuant to the Agreement and Plan of Merger dated as of August 17, 2023 (the "Merger Agreement"), by and among Bruker Corporation ("Bruker"), Bird Mergersub Corporation ("Merger Sub") and Phenomex Inc. (the "Company"), Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Bruker (the "Merger"), and each restricted stock unit ("RSU") held by the Reporting Person was cancelled and converted into the right to receive $1.00 per share in cash (the "Merger Consideration"). Pursuant to the Merger, the Reporting Person disposed of each RSU held by him in exchange for the Merger Consideration. Pursuant to the Merger Agreement, each outstanding share of Common Stock, par value $0.00005 per share ("Common Stock") held by the Reporting Person was cancelled and converted into the right to receive the Merger Consideration. Pursuant to the Merger, the Reporting Person disposed of all shares of Common Stock beneficially owned by him in exchange for the Merger Consideration. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd., which is the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., and Sequoia Capital U.S. Venture XV Principals Fund, L.P. (collectively, the "SC XV Funds") and the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the "SC US GF VI Funds"). (Continue from footnote 5) As a result, the Reporting Person may be deemed to share beneficial ownership of the shares held by the SC XV Funds and the SC US GF VI Funds. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. /s/ Christine Nassi, Attorney-in-fact for Michael J. Moritz 2023-10-03