Form 4: Lucira Health, Inc. (LHDX), Susan Lior, transaction 02/09/2021
Summary
Lior Susan, a Director and 10% Owner of Lucira Health, Inc. [ LHDX ], reports conversions into Common Stock on 02/09/2021 at the closing of the issuer's initial public offering. Series A, B and C Preferred Stock of 976,852, 877,445 and 185,512 shares converted one-for-one for Eclipse Ventures Fund I, L.P., reaching 2,039,809 common shares; a further 3,710,257 Series C shares converted, and a Convertible Promissory Note of $ 6,442,717.58 converted at $ 13.6 into 473,729 shares, for a total of 4,183,986. Footnotes say Mr. Susan is sole managing member of the general partner, and both disclaim beneficial ownership except to the extent of their respective pecuniary interests. Signed by /s/ Dan George, Attorney-in-Fact, 02/09/2021.
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“Form 4: Lucira Health, Inc. (LHDX), Susan Lior, transaction 02/09/2021.”
Original at www.sec.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/sec-lhdx-4-filed2021-02-09-0001209191-21-009046-df84ca8040/
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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 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
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 * Susan Lior (Last) (First) (Middle) 1412 62ND STREET (Street) EMERYVILLE CA 94608 (City) (State) (Zip) | Susan Lior | (Last) | (First) | (Middle) | 1412 62ND STREET | EMERYVILLE | CA | 94608 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol Lucira Health, Inc. [ LHDX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below) | X | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2021
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 | 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)
Code | V | Amount | (A) or (D) | Price
Common Stock | 02/09/2021 | C | 976,852 | A | (1) | 976,852 | I | See footnote (2)
Common Stock | 02/09/2021 | C | 877,445 | A | (1) | 1,854,297 | I | See footnote (2)
Common Stock | 02/09/2021 | C | 185,512 | A | (1) | 2,039,809 | I | See footnote (2)
Common Stock | 02/09/2021 | C | 3,710,257 | A | (1) | 3,710,257 | I | See footnote (3)
Common Stock | 02/09/2021 | C | 473,729 | A | $ 13.6 | 4,183,986 | I | See footnote (3)
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)
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares
Series A Preferred Stock | (1) | 02/09/2021 | C | 976,852 | (1) | (1) | Common Stock | 976,852 | $ 0.00 | 0 | I | See footnote (2)
Series B Preferred Stock | (1) | 02/09/2021 | C | 877,445 | (1) | (1) | Common Stock | 877,445 | $ 0.00 | 0 | I | See footnote (2)
Series C Preferred Stock | (1) | 02/09/2021 | C | 185,512 | (1) | (1) | Common Stock | 185,512 | $ 0.00 | 0 | I | See footnote (2)
Series C Preferred Stock | (1) | 02/09/2021 | C | 3,710,257 | (1) | (1) | Common Stock | 3,710,257 | $ 0.00 | 0 | I | See footnote (3)
Convertible Promissory Note | $ 13.6 | 02/09/2021 | C | $ 6,442,717.58 | (4) | 12/11/2022 | Common Stock | 473,729 | $ 0.00 | 0 | I | See footnote (3)
Explanation of Responses:
1. Each share of Series A Preferred, Series B Preferred Stock and Series C Preferred Stock (the "Preferred Stock") automatically converted on a one-for-one basis into Common Stock at the closing of the Issuer's initial public offering, for no additional consideration. The shares of Preferred Stock had no expiration date.
2. The securities are held directly by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner
of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Mr. Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any.
3. The securities are held directly by Eclipse Ventures Fund I, L.P. ("Eclipse I"). Eclipse Ventures GP I, LLC ("Eclipse I GP") is the general partner of Eclipse I and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Mr. Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse I GP and may be deemed to have voting and dispositive power over the shares held by Eclipse I. Eclipse I GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse I except to the extent of their respective pecuniary interests therein, if any.
4. The convertible promissory note automatically converted into shares of the Issuer's Common Stock at the closing of the IPO.
Remarks:
/s/ Dan George, Attorney-in-Fact for Lior Susan | 02/09/2021
** 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).
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.
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