| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Lucira Health, Inc. [ LHDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/05/2021 | C | 32,176 | A | (1) | 32,176 | D(3)(9) | |||
| Common Stock | 02/05/2021 | C | 3,754,084 | A | (1) | 3,754,084 | D(4)(8)(9) | |||
| Common Stock | 02/05/2021 | C | 5,173,026 | A | (1) | 5,173,026 | D(5)(8)(9) | |||
| Common Stock | 02/05/2021 | C | 735,475 | A | $17(2) | 735,475 | D(6)(8)(9) | |||
| Common Stock | 02/05/2021 | P | 3,461,764 | A | $17 | 3,461,764 | D(7)(8)(9) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 B Convertible Preferred | (1) | 02/05/2021 | C | 32,176 | (1) | (1) | Common Stock | 32,176 | (1) | 0 | D(3)(9) | ||||
| Series B Convertible Preferred | (1) | 02/05/2021 | C | 3,754,084 | (1) | (1) | Common Stock | 3,754,084 | (1) | 0 | D(4)(8)(9) | ||||
| Series C Convertible Preferred | (1) | 02/05/2021 | C | 5,173,026 | (1) | (1) | Common Stock | 5,173,026 | (1) | 0 | D(5)(8)(9) | ||||
| 2020B Convertible Promissory Note | (2) | 02/05/2021 | C | 735,475 | (2) | 12/11/2022 | Common Stock | 735,475 | $17(2) | 0 | D(6)(8)(9) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series B Preferred Stock and Series C Preferred Stock (the "Preferred Stock") automatically converted on a one-for-one basis into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The shares of Preferred Stock have no expiration date. |
| 2. The convertible promissory note automatically converted into shares of the Issuer's Common Stock upon the closing of the IPO. |
| 3. Chad Boeding is the beneficial owner of these shares through a trust that he controls. |
| 4. EPQ LLC, LFLU PS ("LFLU") is the direct beneficial owner of these shares. |
| 5. EPQ LLC, LCOVD PS ("LCOVD") is the direct beneficial owner of these shares. |
| 6. EPQ LLC, LCOVD SAFE PS ("SAFE") is the direct beneficial owner of this shares. |
| 7. EPQ LLC, LTEST PS ("LTEST") is the direct beneficial owner of these shares. |
| 8. EPIQ Capital Group, LLC ("EPIQ") may be deemed an indirect beneficial owner of 13,124,349 shares of Issuer's Common Stock, which are held by LFLU (3,754,084 shares), LCOVD (5,173,026 shares), SAFE (735,475 shares), and LTEST (3,461,764 shares). |
| 9. The reporting persons are EPIQ, Chad Boeding, LFLU, LCOVD, SAFE, and LTEST. EPIQ is the managing member of and LFLU, LCOVD, SAFE, and LTEST. Mr. Boeding is the CEO and Manager of EPIQ. EPIQ is filing this Form 4 on behalf of the reporting persons jointly, but not as a group. LFLU, LCOVD, SAFE, LTEST and Mr. Boeding each disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| EPIQ Capital Group, LLC, by Chad Boeding, its CEO and Manager, /s/ Chad Boeding | 02/09/2021 | |
| EPQ LLC, LFLU PS, by EPIQ Capital Group, LLC, its Managing Member, by Chad Boeding, its CEO and Manager, /s/ Chad Boeding | 02/09/2021 | |
| EPQ LLC, LCOVD PS, by EPIQ Capital Group, LLC, its Managing Member, by Chad Boeding, its CEO and Manager, /s/ Chad Boeding | 02/09/2021 | |
| EPQ LLC, LCOVD SAFE PS, by EPIQ Capital Group, LLC, its Managing Member, by Chad Boeding, its CEO and Manager, /s/ Chad Boeding | 02/09/2021 | |
| EPQ LLC, LTEST PS, by EPIQ Capital Group, LLC, its Managing Member, by Chad Boeding, its CEO and Manager, /s/ Chad Boeding | 02/09/2021 | |
| /s/ Chad Boeding | 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. | ||