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