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^*

Mackay Sean

(Last)

(First)

(Middle)

C/O ISOPLEXIS CORPORATION

35 NE INDUSTRIAL ROAD

(Street)

BRANFORD

06405

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IsoPlexis Corp [ ISO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Common Stock	03/21/2023		D		914,366	D	⁽¹⁾	0	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)
Stock Option	$0.2788	03/21/2023		D			834	⁽³⁾	10/31/2025	Common Stock	834	⁽²⁾	0	D
Stock Option	$0.2788	03/21/2023		D			19,000	⁽⁴⁾	10/31/2025	Common Stock	19,000	⁽²⁾	0	D
Stock Option	$0.44	03/21/2023		D			52,000	⁽⁵⁾	10/19/2026	Common Stock	52,000	⁽²⁾	0	D
Stock Option	$0.7263	03/21/2023		D			14,000	⁽⁶⁾	10/04/2027	Common Stock	14,000	⁽²⁾	0	D
Stock Option	$0.7263	03/21/2023		D			14,000	⁽⁷⁾	10/04/2027	Common Stock	14,000	⁽²⁾	0	D
Stock Option	$0.7263	03/21/2023		D			112,000	⁽⁸⁾	10/04/2027	Common Stock	112,000	⁽²⁾	0	D
Stock Option	$0.7263	03/21/2023		D			24,000	⁽⁹⁾	01/15/2028	Common Stock	24,000	⁽²⁾	0	D
Stock Option	$0.7263	03/21/2023		D			48,000	⁽¹⁰⁾	02/11/2028	Common Stock	48,000	⁽²⁾	0	D
Stock Option	$0.7263	03/21/2023		D			52,000	⁽¹¹⁾	06/28/2028	Common Stock	52,000	⁽²⁾	0	D
Stock Option	$0.7263	03/21/2023		D			40,000	⁽¹²⁾	09/26/2028	Common Stock	40,000	⁽²⁾	0	D
Stock Option	$0.9625	03/21/2023		D			96,000	⁽¹³⁾	12/13/2028	Common Stock	96,000	⁽²⁾	0	D
Stock Option	$1.0275	03/21/2023		D			680,000	⁽¹⁴⁾	04/18/2030	Common Stock	680,000	⁽²⁾	0	D
Stock Option	$4.81	03/21/2023		D			744,000	⁽¹⁵⁾	06/07/2031	Common Stock	744,000	⁽²⁾	0	D
Stock Option	$3.43	03/21/2023		D			296,100	⁽¹⁶⁾	03/31/2032	Common Stock	296,100	⁽²⁾	0	D

Explanation of Responses:

1. On March 21, 2023, pursuant to the Agreement and Plan of Merger, dated as of December 21, 2022 (the Merger Agreement), by and among IsoPlexis Corporation, a Delaware corporation (IsoPlexis), Berkeley Lights, Inc., a Delaware corporation (Berkeley Lights), and Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Berkeley Lights, each share of common stock, par value $0.001, of IsoPlexis (IsoPlexis Common Stock) reported in this Form 4 was converted into the right to receive 0.6120 fully paid and nonassessable shares of common stock, par value $0.00005, of Berkeley Lights (Berkeley Lights Common Stock), together with cash in lieu of fractional shares of Berkeley Lights Common Stock, if any, and any unpaid dividends or other distributions.

2. On March 21, 2023, pursuant to the Merger Agreement, each IsoPlexis stock option (whether vested or unvested) reported in this Form 4 (a) if the per-share exercise price was equal to or greater than the average closing trading price for a share of IsoPlexis Common Stock rounded to the nearest one-tenth of a cent, as reported on The Nasdaq Stock Market LLC for the five most recent trading days ending on and including the third business day prior to March 20, 2023 (the Company Trading Price), was canceled for no consideration and (b) if the per-share exercise price was less than the Company Trading Price, was converted into a Berkeley Lights stock option of approximately equivalent value and generally on the same terms and conditions.

3. Vested 25% on August 31, 2019 and thereafter in 36 equal monthly installments.

4. Vested 25% on May 25, 2017 and thereafter in 36 equal monthly installments.

5. Vested 25% on October 20, 2017 and thereafter in 36 equal monthly installments.

6. Vested 25% on December 26, 2019 upon achievement of performance target and thereafter in 36 equal monthly installments.

7. Vests 25% one year after achievement of sale target and thereafter in 36 equal monthly installments.

8. Vested 25% on October 5, 2018 and thereafter in 36 equal monthly installments.

9. Vested 25% on January 16, 2019 and thereafter in 36 equal monthly installments.

10. Vested 25% on August 1, 2018 and thereafter in 36 equal monthly installments.

11. Vested 25% on June 29, 2019 and thereafter in 36 equal monthly installments.

12. Vested 25% on September 27, 2019 and thereafter in 36 equal monthly installments.

13. Vested 25% on December 5, 2019 and thereafter in 36 equal monthly installments.

14. Vested in full as of December 15, 2020.

15. Vested 25% on June 8, 2020 and thereafter in 36 equal monthly installments.

16. Vests 25% on March 31, 2023 and thereafter in 36 equal monthly installments.

	/s/Sean Mackay	03/21/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Mackay Sean