Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
(Name of Issuer)
Class A Common Stock, $0.00001 par value per share |
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
*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 disclosures provided in a prior cover page.
The information required
on 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. 81578P 106 | | Page 2 |
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1
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NAME OF REPORTING PERSON:
Omid Farokhzad |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ¨
(b) ¨ |
3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 |
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SOLE VOTING POWER
2,634,224 (1)(2) |
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6 |
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SHARED VOTING POWER
3,420,616 (2)(3) |
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7 |
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SOLE DISPOSITIVE POWER
2,634,224 (1)(2) |
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8 |
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SHARED DISPOSITIVE POWER
3,420,616 (2)(3) |
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,054,840 (1)(2)(3) |
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): ¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
9.4 (2)(4)(5)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
| (1) | Consists
of (i) 392,763 shares of Class A common stock and 134,579 shares of Class B common stock
held of record by Omid Farokhzad (the “Reporting Person”); (ii) 2,035,222 shares
of Class A common stock subject to options exercisable within 60 days of December 31, 2022
and (iii) 71,660 shares of Class A common stock issuable upon vesting of RSUs within 60 days
of December 31, 2022. |
| (2) | Each share
of Class B common stock is convertible at any time into one share of Class A common stock. |
| (3) | Consists of
(i) 1,303,478 shares of Class B common stock held of record by Dynamics Group LLC for which
the Reporting Person serves as the sole member and (ii) 2,117,138 shares of Class B common
stock held of record by SAF-BND Trust for which the Reporting Person’s spouse serves
as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the
SAF-BND Trust. |
| (4) | Based
on the quotient obtained by dividing (a) the aggregate amount beneficially owned by
the Reporting Person as set forth in Row 9 by (b) the sum of (i) 58,596,598
shares of Class A common stock outstanding as of November 4, 2022, as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2022, filed with the Securities and Exchange Commission on November 8, 2022
(the “Form 10-Q”); (ii) 3,555,195
shares of Class B common stock beneficially owned
by the Reporting Person; (iii) 2,035,222 shares of Class A common stock subject
to options exercisable within 60 days of December 31, 2022 and (iv) 71,660 shares
of Class A common stock issuable upon vesting of RSUs within
60 days of December 31, 2022. The aggregate number of shares of Class B common stock
beneficially owned by the Reporting Person as set forth in clause “(a)” of this
footnote are treated as converted into Class A common stock only for the purpose of
computing the percentage ownership of the Reporting Person. |
| (5) | Each
share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. The
percentage reported does not reflect the ten for one voting power of the Class B common stock because these shares are treated as
converted into Class A common stock for the purpose of this report. |
Item 1
Seer, Inc.
| (b) | Address of
Issuer’s Principal Executive Offices: |
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
Item 2
| (a) | Name of Person
Filing: |
Omid Farokhzad
| (b) | Address or
principal business office or, if none, residence: |
The address for the principal business
office of Dr. Farokhzad is:
c/o Seer, Inc.
3800 Bridge Parkway, Suite 102
Redwood City, California 94065
United States
| (d) | Title and
Class of Securities: |
Class A common stock, par value, $0.00001
per share.
81578P 106
| Item 3. | If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the
person filing is a: |
Not applicable.
| (a) | Amount beneficially
owned: 6,054,840 |
| (c) | Number of
shares as to which the person has: |
| (i) | Sole
power to direct the vote: 2,634,224 (1)(2) |
| (ii) | Shared
power to direct the vote: 3,420,616 (2)(3) |
| (iii) | Sole
power to dispose or to direct the disposition of: 2,634,224
(1)(2) |
| (iv) | Shared
power to dispose or to direct the disposition of: 3,420,616
(2)(3) |
(1)
Consists of (i) 392,763 shares of Class A common stock and 134,579 shares of Class B common stock held
of record by Omid Farokhzad (the “Reporting Person”); (ii) 2,035,222 shares of Class A common stock subject to options exercisable
within 60 days of December 31, 2022 and (iii) 71,660 shares of Class A common stock issuable upon vesting of RSUs within 60 days of December
31, 2022.
(2) Each
share of Class B common stock is convertible at any time into one share of Class A common stock.
(3) Consists
of (i) 1,303,478 shares of Class B common stock held of record by Dynamics Group LLC for which the Reporting Person serves as the sole
member and (ii) 2,117,138 shares of Class B common stock held of record by SAF-BND Trust for which the Reporting Person’s spouse
serves as trustee. The Reporting Person disclaims beneficial ownership of the shares held by the SAF-BND Trust.
| Item 5. | Ownership
of Five Percent or Less of a Class |
Not applicable.
| 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 Group |
Not applicable.
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.
Date: February 14, 2023 |
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/s/ Omid Farokhzad |
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Omid Farokhzad |
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