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^*

Cutler Rob

(Last)

(First)

(Middle)

C/O TELESIS BIO INC.

10431 WATERIDGE CIRCLE, SUITE 150

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2023

3. Issuer Name and Ticker or Trading Symbol
Telesis Bio Inc. [ TBIO ]

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

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

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	26,642⁽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)
Stock Option (right to buy)	⁽²⁾	08/27/2031	Common Stock	142,500	$1.15	D
Stock Option (right to buy)	⁽³⁾	02/28/2032	Common Stock	83,700	$1.15	D
Stock Option (right to buy)	⁽⁴⁾	08/04/2032	Common Stock	200,000	$1.15	D

Explanation of Responses:

1. Certain of these securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

2. Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable vesting date, twenty-five percent (25%) of the shares subject to the option vested on the one (1) year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest in equal monthly installments on the same day of the month as the Vesting Commencement Date. "Vesting Commencement Date" shall mean August 27, 2021. Vesting of this option was paused for three (3) months following the Issuer's December 2022 repricing.

3. Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable vesting date, twenty-five percent (25%) of the shares subject to the option vested on the one (1) year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest in equal monthly installments on the same day of the month as the Vesting Commencement Date. "Vesting Commencement Date" shall mean May 27, 2021. Vesting of this option was paused for three (3) months following the Issuer's December 2022 repricing.

4. Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through such applicable vesting date, one hundred percent (100%) of the shares subject to the option shall vest on November 4, 2024.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Rob Cutler	05/05/2023
	** 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.
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.