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FORM schedule-13d
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*


 
STANDARD BIOTOOLS INC.
(Name of Issuer)
Common
(Title of Class of Securities)
34385P108
(CUSIP Number)
William Braverman ESQ
Neuberger Berman Group LLC
1290 Avenue of the Americas
New York , New Jersey 10104
212-476-9035
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 5, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ x ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Neuberger Berman Group LLC

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    OO
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    Common

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    0
   (8)   

Shared Voting Power

 

    3,500,017
   (9)   

Sole Dispositive Power

 

    0
   (10)   

Shared Dispositive Power

 

    4,382,584

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,382,584

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares    [ x ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    1.51

(14)

  

Type of Reporting Person (See Instructions)

 

    HC

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Neuberger Berman Investment Advisers Holdings LLC

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    OO
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    0
   (8)   

Shared Voting Power

 

    3,432,661
   (9)   

Sole Dispositive Power

 

    0
   (10)   

Shared Dispositive Power

 

    4,315,228

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,315,228

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    1.49

(14)

  

Type of Reporting Person (See Instructions)

 

    OO

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Neuberger Berman Investment Advisers LLC

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    OO
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    0
   (8)   

Shared Voting Power

 

    3,432,661
   (9)   

Sole Dispositive Power

 

    0
   (10)   

Shared Dispositive Power

 

    4,315,228

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    4,315,228

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    1.49

(14)

  

Type of Reporting Person (See Instructions)

 

    IA

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Neuberger Berman Canada Holdings LLC

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    OO
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    0
   (8)   

Shared Voting Power

 

    67.356
   (9)   

Sole Dispositive Power

 

    0
   (10)   

Shared Dispositive Power

 

    67,356

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    67,356

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    0.02

(14)

  

Type of Reporting Person (See Instructions)

 

    HC

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    NB Acquisitionco ULC

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    OO
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    British Columbia, Canada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    0
   (8)   

Shared Voting Power

 

    67,356
   (9)   

Sole Dispositive Power

 

    0
   (10)   

Shared Dispositive Power

 

    67,356

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    67,356

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    0.02

(14)

  

Type of Reporting Person (See Instructions)

 

    HC

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Neuberger Berman Canada ULC

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    OO
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    British Columbia, Canada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    0
   (8)   

Shared Voting Power

 

    67,356
   (9)   

Sole Dispositive Power

 

    0
   (10)   

Shared Dispositive Power

 

    67,356

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    67,356

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    0.02

(14)

  

Type of Reporting Person (See Instructions)

 

    IA

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Benjamin Nahum

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    PF
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    315,000
   (8)   

Shared Voting Power

 

    0
   (9)   

Sole Dispositive Power

 

    315,000
   (10)   

Shared Dispositive Power

 

    0

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    315,000

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    .11

(14)

  

Type of Reporting Person (See Instructions)

 

    IN

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Amit Solomon

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    PF
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    9,260
   (8)   

Shared Voting Power

 

    0
   (9)   

Sole Dispositive Power

 

    9,260
   (10)   

Shared Dispositive Power

 

    0

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    9,260

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    0.00

(14)

  

Type of Reporting Person (See Instructions)

 

    IN

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Rand Gesing

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    PF
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    50,000
   (8)   

Shared Voting Power

 

    0
   (9)   

Sole Dispositive Power

 

    50,000
   (10)   

Shared Dispositive Power

 

    0

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    50,000

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    0.02

(14)

  

Type of Reporting Person (See Instructions)

 

    IN

CUSIP No. 34385P108
  (1)   

Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)

 

    Pong Chan

    
  (2)  
Check the Appropriate Box if a Member of a Group (See Instructions)
(b)  Membership in Group is Disclaimed
  (3)  

SEC Use Only

 
  (4)  

Source of Funds (See Instructions)

 

    PF
  (5)  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   [   ]
  (6)  

Citizenship or Place of Organization

 

    United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

    (7)    

Sole Voting Power

 

    2,000
   (8)   

Shared Voting Power

 

    0
   (9)   

Sole Dispositive Power

 

    2,000
   (10)   

Shared Dispositive Power

 

    0

(11)

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    2,000

(12)

  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

(13)

  

Percent of Class Represented by Amount in Row (9)

 

    0.00

(14)

  

Type of Reporting Person (See Instructions)

 

    IN

Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on November 18, 2021 ("Amendment No.1" and, together with the Initial Schedule 13D, the "Schedule 13D"), relating to the class of equity securities to which this statement on Schedule 13D relates is the common stock (the "Securities") of Standard Biotools Inc., a California corporation (the "Issuer"), having its principal place of business at 2 Tower Place, Suite 2000 South San Francisco, CA, 94080. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.
Item 2. Identity and Background
(c)
Item 2(c) of the Schedule 13D is hereby amended to restate the information required by instruction C to Schedule 13D as follows:

The information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Persons is set forth below.

Neuberger Berman Group LLC

Directors
Joseph Amato
Sharon Bowen
Robert D'Alelio
Michele Docharty
Steven Kandarian
George Walker
Richard Worley

Executive Officers
George Walker, Chief Executive Officer
Joseph Amato, President
Andrew Komaroff, Executive Vice President and Chief Operating Officer
Heather Zuckerman, Executive Vice President, Chief of Staff and Secretary
William Arnold, Executive Vice President and Chief Financial Officer
Michael Chinni, Treasurer
Leo Anthony Viola, Controller

Neuberger Berman Investment Advisers LLC

Directors
Joseph Amato
Kenneth deRegt
Douglas Kramer
Bradley Tank
Stephen Wright

Executive Officers
Joseph Amato, President - Equities and Chief Investment Officer – Equities
Bradley Tank, President - Fixed Income and Chief Investment Officer – Fixed Income
Kenneth deRegt, Chief Operating Officer - Fixed Income and Managing Director
Patrick Deaton - Chief Operating Officer - Alternatives and Managing Director
Paul Lanks - Chief Operating Officer - Private Wealth
Douglas Kramer, Head of Institutional Equity and Multi-Asset and Managing Director
Irina Babushkina, Chief Administrative Officer - Global Research and Senior Vice President
Beryl Lou, Head of Investment Engineering and Vice President
Brian Kerrane, Head of Mutual Fund Administration and Managing Director
Brad Cetron, Chief Compliance Officer, Head of Compliance and Managing Director
Michael Chinni, Treasurer and Senior Vice President
Leo Anthony Viola, Controller and Managing Director
Savonne Ferguson, Chief Compliance Officer - Mutual Funds and Senior Vice President



Neuberger Berman Canada ULC

Directors
Joseph Amato
Heather Zuckerman
Ray Carroll
Patrick Deaton

Executive Officers
Kashif Khan, Chief Executive Officer
Ray Carroll, Chief Investment Officer - Breton Hill
William Arnold, Chief Financial Officer
Leo Anthony Viola, Controller
Milca Beltre, Head of Tax
Barry Giarraputo, Chief Financial Officer - Alternatives
Brian Kerrane, Head of Fund Administration
Robert Arancio, Head of Trading
Patrick Lomelo, Head of Operations
Viviana Beltrametti Walker, Chief Compliance Officer
Linda Sharaby, Secretary
Monica Sherer, Assistant Secretary
Elvira Decaro, Assistant Secretary
Frank Maeba, Managing Director
Simon Griffiths, Managing Director
Gideon Schapiro, Managing Director
Ram Ramaswamy, Managing Director
Evgeny Dunaevsky, Senior Vice President
Item 5. Interest in Securities of the Issuer.
(a)
Item 5 (a) - (c) and (e) of the Schedule 13D is hereby amended and supplemented as follows:

See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages set forth in this Schedule 13D are based upon the Reporting Person's calculation of 289,464,031 shares of Common Stock outstanding, based upon (i) 80,030,193 shares of Common Stock outstanding as of November 29, 2023, as reported in the Issuer's prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on December 22, 2023 ("the Prospectus"), plus (ii) 209,433,838 shares of Common Stock used as merger consideration in connection with the Issuer's transaction with SomaLogic, Inc., a Delaware corporation ("Somalogic") (representing a 1.11 fixed exchange ratio over 188,679,133 shares of SomaLogic common stock outstanding as of November 29, 2023, as reported in the Prospectus). As a result of the consummation of the transaction between the Issuer and SomaLogic (as reported in the Form 8-K filed by the Issuer on January 5, 2024), the Reporting Persons' beneficial ownership of Common Stock has been reduced below 5% of the outstanding shares of Common Stock.
(b)
See Rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)
Information concerning transaction in the shares of Common Stock reported herein effected during the past sixty (60) days is set forth in Schedule 1, which is attached hereto and is incorporated herein by reference. All of the transactions in the shares of Common Stock listed therein were effected in the open market through various brokerage entities.
(d)
The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.

See Schedule 1.
(e)
January 5, 2024
Item 7. Material to Be Filed as Exhibits
EX-1.1
   
The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:   January 12, 2024
Neuberger Berman Group LLC
By: /s/ Joseph Amato
Name: Joseph Amato
Title: President
Date:   January 12, 2024
Neuberger Berman Investment Advisers LLC
By: /s/ Joseph Amato
Name: Joseph Amato
Title: President - Equities
Date:   January 12, 2024
Neuberger Berman Investment Advisers Holdings LLC
By: /s/ Andrew Komaroff
Name: Andrew Komaroff
Title: President
Date:   January 12, 2024
Neuberger Berman Canada Holdings LLC
By: /s/ Ray Carroll
Name: Ray Carroll
Title: Chief Executive Officer
Date:   January 12, 2024
NB Acquisitionco ULC
By: /s/ Ray Carroll
Name: Ray Carroll
Title: Chief Executive Officer
Date:   January 12, 2024
Neuberger Berman Canada ULC
By: /s/ Ray Carroll
Name: Ray Carroll
Title: Chief Executive Officer
Date:   January 12, 2024
By: /s/ Benjamin Nahum
Name: Benjamin Nahum
Date:   January 12, 2024
By: /s/ Amit Solomon
Name: Amit Solomon
Date:   January 12, 2024
By: /s/ Rand Gesing
Name: Rand Gesing
Date:   January 12, 2024
By: /s/ Pong Chan
Name: Pong Chan

Exhibit Index
 
Exhibit No.
   
Description
EX-1.1
   
The Reporting Persons effected the following transactions in the Securities during the past sixty days. Such transactions were effected in the open market.
Schedule II









Exhibit 1
























Schedule 1


Information with respect to transactions effected during the past sixty days or since the most recent filing on Schedule 13D (Unless noted otherwise, all transactions were effected on the New York Stock Exchange)




Neuberger Berman Group LLC

Date

Buys/Sell

Units Quantity

Average Price

 

11/13/2023

Sell

69

2.20

 

11/14/2023

Buy

479

2.25

 

11/14/2023

Sell

1877

2.18

 

11/15/2023

Sell

885

2.24

 

11/16/2023

Sell

1678

2.16

 

11/17/2023

Buy

842

2.23

 

11/20/2023

Sell

4045

2.24

 

11/20/2023

Buy

3604

2.23

 

11/21/2023

Sell

37

2.31

 

11/22/2023

Sell

29

2.36

 

11/24/2023

Sell

58

2.45

 

11/27/2023

Buy

510

2.43

 

11/27/2023

Sell

49

2.45

 

11/29/2023

Buy

182

2.54

 

11/29/2023

Sell

853

2.54

 

11/30/2023

Sell

154

2.56

 

12/1/2023

Buy

4623

2.58

 

12/1/2023

Sell

2361

2.56

 

12/4/2023

Sell

6883

2.53

 

12/5/2023

Sell

6845

2.46

 

12/6/2023

Sell

1905

2.50

 

12/7/2023

Sell

550

2.39

 

12/8/2023

Sell

3525

2.19

 

12/11/2023

Buy

2664

2.23

 

12/11/2023

Sell

2147

2.19

 

12/12/2023

Buy

428

2.23

 

12/12/2023

Sell

3347

2.17

 

12/13/2023

Buy

20991

2.22

 

12/13/2023

Sell

4055

2.23

 

12/14/2023

Sell

309

2.27

 

12/15/2023

Buy

184

1.99

 

12/15/2023

Sell

1373

2.10

 

12/18/2023

Buy

7018

1.96

 

12/18/2023

Sell

2962

1.94

 

12/19/2023

Buy

6639

2.06

 

12/19/2023

Sell

240

2.05

 

12/20/2023

Buy

211

1.96

 

12/20/2023

Sell

24184

2.02

 

12/21/2023

Sell

387

1.94

 

12/22/2023

Buy

189

1.98

 

12/22/2023

Sell

443

2.07

 

12/26/2023

Sell

4

2.05

 

12/27/2023

Buy

15

2.12

 

12/28/2023

Sell

4979

2.28

 

12/29/2023

Buy

5475

2.20

 

12/29/2023

Sell

267

2.19

 

1/2/2024

Sell

2402

2.24

 

1/3/2024

Sell

67

2.08

 

1/4/2024

Buy

535

2.01

 

1/4/2024

Sell

198

2.02

 

1/5/2024

Buy

15753

1.79

 

1/5/2024

Sell

436

1.81

 

1/8/2024

Buy

2280

1.96

 

1/8/2024

Sell

29

2.16

 

1/9/2024

Buy

135

2.10

 

1/9/2024

Sell

1517

2.07