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Filing Details

Accession Number:: 0001104659-17-073155
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-13 16:24:49
Reporting Period:: 2017-12-11

Accepted Time:: 2017-12-13 16:24:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1503274	Quanterix Corp	QTRX	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1219039	Keith Crandell	8755 West Higgins Road, Suite 1025 Chicago IL 60631		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-12-11	398,257	$0.00	398,257	No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
Common Stock	Acquisiton	2017-12-11	1,045,426	$0.00	1,443,683	No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
Common Stock	Acquisiton	2017-12-11	477,042	$0.00	1,920,725	No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
Common Stock	Acquisiton	2017-12-11	109,769	$0.00	2,030,494	No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
Common Stock	Acquisiton	2017-12-11	381,507	$0.00	2,412,001	No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
Common Stock	Acquisiton	2017-12-11	1,271,684	$0.00	1,271,684	No	4	C	Indirect	Held by ARCH Venture Fund VIII Overage, L.P.
Common Stock	Acquisiton	2017-12-11	266,000	$15.00	1,537,684	No	4	P	Indirect	Held by ARCH Venture Fund VIII Overage, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
No	4	C	Indirect	Held by ARCH Venture Fund VI, L.P.
No	4	C	Indirect	Held by ARCH Venture Fund VIII Overage, L.P.
No	4	P	Indirect	Held by ARCH Venture Fund VIII Overage, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Preferred Stock	Disposition	2017-12-11	1,280,000	$0.00	398,257	$0.00
Common Stock	Series A-2 Preferred Stock	Disposition	2017-12-11	3,360,000	$0.00	1,045,426	$0.00
Common Stock	Series B Preferred Stock	Disposition	2017-12-11	1,533,214	$0.00	477,042	$0.00
Series C Preferred Stock	Warrant to Purchase Series C Preferred Stock (right to buy)	Disposition	2017-11-27	18,450	$0.00	18,450	$3.33
Common Stock	Series C Preferred Stock	Acquisiton	2017-11-27	18,450	$0.00	5,740	$0.00
Common Stock	Series C Preferred Stock	Disposition	2017-11-27	14,350	$4.28	4,464	$0.00
Series C Preferred Stock	Warrant to Purchase Series C Preferred Stock (right to buy)	Disposition	2017-11-27	11,993	$0.00	11,993	$3.33
Common Stock	Series C Preferred Stock	Acquisiton	2017-11-27	11,993	$0.00	3,731	$0.00
Common Stock	Series C Preferred Stock	Disposition	2017-11-27	9,328	$4.28	2,902	$0.00
Series C Preferred Stock	Warrant to Purchase Series C Preferred Stock (right to buy)	Disposition	2017-11-27	2,768	$0.00	2,768	$3.33
Common Stock	Series C Preferred Stock	Acquisiton	2017-11-27	2,768	$0.00	861	$0.00
Common Stock	Series C Preferred Stock	Disposition	2017-11-27	2,152	$4.28	669	$0.00
Common Stock	Series C Preferred Stock	Disposition	2017-12-11	352,800	$0.00	109,769	$0.00
Common Stock	Series D Preferred Stock	Disposition	2017-12-11	1,226,158	$0.00	381,507	$0.00
Common Stock	Series D Preferred Stock	Disposition	2017-12-11	4,087,193	$0.00	1,271,684	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
14,761	2012-03-01	2017-11-30	No	4	X	Indirect
363,869			No	4	X	Indirect
349,519			No	4	S	Indirect
2,768	2012-07-30	2017-11-30	No	4	X	Indirect
361,512			No	4	X	Indirect
352,184			No	4	S	Indirect
0	2012-11-05	2017-11-30	No	4	X	Indirect
354,952			No	4	X	Indirect
352,800			No	4	S	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

The shares of preferred stock automatically converted into common stock immediately prior to the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The shares of preferred stock automatically converted on a 1-for-3.214 basis and such conversion rate is reflected in the amount of common stock underlying the security.
The shares are held of record by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"), which may be deemed to beneficially own the shares held by ARCH Fund VI. The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"), which may be deemed to beneficially own the shares held by ARCH Fund VI. ARCH Partners VI and ARCH VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. As a managing director of ARCH VI LLC, the Reporting Person may be deemed to beneficially own the shares held by ARCH Fund VI. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
The shares are held of record by ARCH Venture Fund VIII Overage, L.P. ("ARCH Fund Overage"). The sole general partner of ARCH Fund Overage is ARCH Venture Partners VIII, LLC ("ARCH VIII LLC"), which may be deemed to beneficially own the shares held by ARCH Fund Overage. ARCH VIII LLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. As a managing director of ARCH VIII LLC, the Reporting Person may be deemed to beneficially own the shares held by ARCH Fund Overage. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
Reflects shares purchased in the Issuer's initial public offering.
These shares were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election.
Not applicable.
This transaction, which occurred prior to the Issuer's initial public offering of Common Stock, is being reported as required by Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended.
These warrants to purchase Series C preferred stock were exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 14,350 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 4,100 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock of $4.2815, which is equal to approximately $13.76 per share on an as-converted-to-common stock basis.
These warrants to purchase Series C preferred stock were exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 9,328 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 2,665 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock of $4.2815, which is equal to approximately $13.76 per share on an as-converted-to-common stock basis.
These warrants to purchase Series C preferred stock were exercised on a cashless basis for shares of Series C preferred stock, resulting in the Issuer's withholding of 2,152 shares of Series C preferred stock to pay the exercise price and issuing to the reporting person the remaining 616 shares of Series C preferred stock. The Issuer's withholding of Series C preferred stock was at a price per share of Series C preferred stock of $4.2815, which is equal to approximately $13.76 per share on an as-converted-to-common stock basis.