SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

WALT DAVID R

(Last)

(First)

(Middle)

C/O QUANTERIX CORPORATION,

113 HARTWELL AVENUE

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2017

3. Issuer Name and Ticker or Trading Symbol
Quanterix Corp [ QTRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	396,701⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	32,959	⁽⁴⁾	D
Series A-2 Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	86,517	⁽⁴⁾	D
Series B Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	334,985	⁽⁴⁾	D
Series C Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	28,691	⁽⁴⁾	D
Series D Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	135,647	⁽⁴⁾	D

Explanation of Responses:

1. Reflects the 1-for-3.214 reverse stock split of the Issuer's common stock effected on December 4, 2017 in connection with the Issuer's initial public offering.

2. These shares are 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.

3. Not applicable.

4. The shares of preferred stock will convert 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 will convert on a 1-for-3.214 basis and such conversion rate is reflected in the amount of common stock underlying the security.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Brian Keane, Attorney-in-fact	12/06/2017
	** 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 5 (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.
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