SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Singular Genomics Systems, Inc.
(Name of Issuer)
Common Stock, par value of $0.0001 per share
(Title of Class of Securities)
82933R100
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 82933R100
| 1. |
Names of Reporting Persons
Andrew Spaventa | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
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| 3. | SEC USE ONLY
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| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
4,873,307(1) | ||||
| 6. | Shared Voting Power
0. | |||||
| 7. | Sole Dispositive Power
4,873,307(1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,873,307(1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
6.7%(1)(2) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| (1) | Consists of (i) 3,913,571 shares of Common Stock held by The Andrew K. Spaventa Living Trust dated April 9, 2014 (the “Spaventa Living Trust”), (ii) 949,970 shares of Common Stock issuable pursuant to options held by the Spaventa Living Trust and have vested or will vest within 60 days of December 31, 2022, and (iii) 9,766 shares of Common Stock held directly by Mr. Spaventa. Mr. Spaventa is a trustee of the Spaventa Living Trust and has voting and investment control with respect to these shares. |
| (2) | Based on 72,346,080 shares of Common Stock outstanding as of October 31, 2022, as reported on the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 7, 2022 plus the number of shares of Common Stock issuable upon exercise of options exercisable within 60 days of December 31, 2022 held directly by the Spaventa Living Trust. |
| Item 1(a). |
Name of Issuer: Singular Genomics Systems, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
3010 Science Park Road San Diego, CA 92121 | |
| Item 2(a). | Name of Person Filing:
Andrew Spaventa | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Persons is:
3010 Science Park Road San Diego, CA 92121 | |
| Item 2(c). | Citizenship:
United States of America | |
| Item 2(d). | Title of Class of Securities: Common Stock, $0.0001 per share. | |
| Item 2(e). | CUSIP Number: 82933R100 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c). | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
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| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person.
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| (c) | Number of shares as to which the person has:
See Row 9 of cover page for each Reporting Person. | |||
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| (i) | Sole power to vote or to direct the vote
See Row 5 of cover page for each Reporting Person.
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| (ii) | Shared power to vote or to direct the vote
See Row 6 of cover page for each Reporting Person. | |||
| (iii) | Sole power to dispose or to direct the disposition of
See Row 7 of cover page for each Reporting Person.
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| (iv) | Shared power to dispose or to direct the disposition of
See Row 8 of cover page for each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of a Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| Andrew Spaventa | ||
| By | /s/ Andrew Spaventa | |
| Name: Andrew Spaventa | ||