SEC FORM 4

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^*

DEKKERS MARIJN E

(Last)

(First)

(Middle)

C/O QUANTUM-SI INCORPORATED

530 OLD WHITFIELD STREET

(Street)

GUILFORD

06437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Quantum-Si Inc [ QSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2021

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)
Class A Common Stock	06/10/2021		A		500,000⁽¹⁾	A	$10	500,000	I	By Novalis Lifesciences Investments I, LP⁽²⁾
Class A Common Stock	06/10/2021		A		150,000⁽³⁾	A	⁽⁴⁾	150,000	D
Class A Common Stock	06/11/2021		A		20,512⁽⁵⁾	A	$0.00	170,512	D

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)

Explanation of Responses:

1. In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of February 18, 2021, by and among HighCape Capital Acquisition Corp. ("HighCape"), Tenet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HighCape ("Merger Sub"), and Quantum-Si Incorporated, a Delaware corporation ("Quantum-Si"), pursuant to which Merger Sub merged with and into Quantum-Si (the "Merger"), with Quantum-Si surviving as a wholly-owned subsidiary of HighCape (which changed its name to "Quantum-Si Incorporated", the "Issuer"), Novalis Lifesciences Investments I, LP ("Novalis") purchased 500,000 shares of Class A common stock from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the closing of the Merger.

2. Dr. Dekkers has sole voting and investment control over the shares held by Novalis.

3. Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in 12 equal quarterly installments beginning on June 30, 2021, which vesting will be delayed to the extent the Issuer has not filed a Form S-8 registering such shares by the applicable vesting date, subject to Dr. Dekkers's continued service through the applicable vesting date.

4. Received in connection with the Merger in exchange for 188,089 RSUs of Qunatum-Si.

5. Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in equal annual installments over three years beginning on June 11, 2022, subject to Dr. Dekkers's continued service through the applicable vesting date.

	/s/ Christian LaPointe, Ph.D., Attorney-in-Fact	06/14/2021
	** 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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SEC Form 4: DEKKERS MARIJN E was granted 670,512 units of Class A Common Stock