07/08/2026 | Press release | Distributed by Public on 07/08/2026 17:07
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $2.8 | 07/06/2026 | M | 20,000 | (16) | 06/07/2031 | Class A Common Stock | 20,000 | $2.8 | 593,750 | D | ||||
| Stock Option (right to buy) | $2.8 | 07/06/2026 | M | 6,250 | (16) | 06/07/2031 | Class A Common Stock | 6,250 | $2.8 | 587,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Atay Oguzhan C/O BILLIONTOONE, INC. 1035 O'BRIEN DRIVE MENLO PARK, CA 94025 |
X | Chairman and CEO | ||
| /s/ Thomas P. Lynch, Attorney-in-Fact | 07/08/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 6, 2026. |
| (2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.050 to $119.020 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.055 to $119.970 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.225 to $121.160 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (5) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.390 to $122.230 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.465 to $123.450 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (7) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.475 to $124.455 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (8) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.535 to $124.735 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (9) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.250 to $119.240 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (10) | Represents shares held by the Reporting Person's spouse. |
| (11) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.305 to $120.2725 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (12) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.380 to $121.020 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (13) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.555 to $122.490 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (14) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.725 to $123.720 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (15) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.740 to $124.735 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (16) | The options are fully vested and exercisable. |