Lucira Health, Inc. Form 4 — Eclipse GP III, LLC (Feb. 9, 2021)

Summary

Eclipse GP III, LLC, a 10% Owner of Lucira Health, Inc. [ LHDX ], files this joint Form 4 for conversions on 02/09/2021 when the issuer's initial public offering closed. Eclipse Fund III, L.P. had 3,710,257 Series C Preferred shares convert into Common Stock and a Convertible Promissory Note of $ 6,442,717.58 convert at $ 13.6 into 473,729 shares, ending at 4,183,986 shares. Eclipse Ventures Fund I, L.P. converted Series A, B and C Preferred Stock into 2,039,809 common shares. Footnotes say Lior Susan, a board member, is sole managing member of both general partners; the general partners and Mr. Susan disclaim beneficial ownership except to the extent of their respective pecuniary interests. Each entity's signature is by /s/ Lior Susan, Managing Member, 02/09/2021.

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Full text

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 * Eclipse GP III, LLC (Last) (First) (Middle) 514 HIGH STREET SUITE 4 (Street) PALO ALTO CA 94301 (City) (State) (Zip) | Eclipse GP III, LLC | (Last) | (First) | (Middle) | 514 HIGH STREET | SUITE 4 | PALO ALTO | CA | 94301 | (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) Director X 10% Owner Officer (give title below) Other (specify below) | 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) Form filed by One Reporting Person X Form filed by More than One Reporting Person | Form filed by One Reporting Person | X | 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 | D (3)
Common Stock | 02/09/2021 | C | 473,729 | A | $ 13.6 | 4,183,986 | D (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 | D (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 | D (3)
1. Name and Address of Reporting Person * Eclipse GP III, LLC (Last) (First) (Middle) 514 HIGH STREET SUITE 4 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | Eclipse GP III, LLC | (Last) | (First) | (Middle) | 514 HIGH STREET | SUITE 4 | PALO ALTO | CA | 94301 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
1. Name and Address of Reporting Person * Eclipse Fund III, L.P. (Last) (First) (Middle) 514 HIGH STREET SUITE 4 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | Eclipse Fund III, L.P. | (Last) | (First) | (Middle) | 514 HIGH STREET | SUITE 4 | PALO ALTO | CA | 94301 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
1. Name and Address of Reporting Person * Eclipse Ventures Fund I, L.P. (Last) (First) (Middle) 514 HIGH STREET SUITE 4 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | Eclipse Ventures Fund I, L.P. | (Last) | (First) | (Middle) | 514 HIGH STREET | SUITE 4 | PALO ALTO | CA | 94301 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
1. Name and Address of Reporting Person * Eclipse Ventures GP I, LLC (Last) (First) (Middle) 514 HIGH STREET SUITE 4 (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | Eclipse Ventures GP I, LLC | (Last) | (First) | (Middle) | 514 HIGH STREET | SUITE 4 | PALO ALTO | CA | 94301 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
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 Fund III, L.P. ("Eclipse III"). Eclipse GP III, LLC ("Eclipse III GP") is the general partner of Eclipse III and may be deemed to have voting and dispositive power over the shares held by Eclipse III. Mr. Susan, a member of the Issuer's board of directors, is the sole managing member of Eclipse III GP and may be deemed to have voting and dispositive power over the shares held by Eclipse III. Eclipse III GP and Mr. Susan disclaim beneficial ownership of the shares held by Eclipse III 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:
Eclipse GP III, LLC /s/ Lior Susan, Managing Member | 02/09/2021
Eclipse Fund III, L.P., By: Eclipse GP III, LC, its General Partner, /s/ Lior Susan, Managing Member | 02/09/2021
Eclipse Ventures Fund I, L.P., By: Eclipse Ventures GP I, LLC, its General Partner /s/ Lior Susan, Managing Member | 02/09/2021
Eclipse Ventures GP I, LLC /s/ Lior Susan, Managing Member | 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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