SEC FORM 4

SEC Form 4

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^*

ENTERPRISE PARTNERS VI LP

(Last)

(First)

(Middle)

C/O ENTERPRISE PARTNERS

2223 AVENIDA DE LA PLAYA, SUITE 300

(Street)

LA JOLLA

92037-3218

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPLETE GENOMICS INC [ GNOM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	11/16/2010		C		315,746	A	⁽¹⁾	315,746	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		257,677	A	⁽³⁾	573,423	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		177,084	A	⁽⁴⁾	750,507	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		488,789	A	⁽⁵⁾	1,239,296	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		547,094	A	⁽⁵⁾	1,786,390	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		308,930	A	$1.5	2,095,320	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		51,489	D	$9	2,043,831	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		32,364	A	$7.56	2,076,195	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		27,186	D	$9	2,049,009	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		17,261	A	$7.56	2,066,270	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		14,500	D	$9	2,051,770	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		2,958	A	$7.56	2,054,728	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		2,485	D	$9	2,052,243	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		1,096	A	$7.56	2,053,339	D⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		921	D	$9	2,052,418	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock⁽¹⁾	⁽¹⁾	11/16/2010		C			315,746	⁽⁶⁾	⁽⁷⁾	Common Stock	315,746	⁽¹⁾	0	D⁽²⁾
Series B Preferred Stock⁽³⁾	⁽³⁾	11/16/2010		C			257,677	⁽⁶⁾	⁽⁷⁾	Common Stock	257,677	⁽³⁾	0	D⁽²⁾
Series C Preferred Stock⁽⁴⁾	⁽⁴⁾	11/16/2010		C			177,084	⁽⁶⁾	⁽⁷⁾	Common Stock	177,084	⁽⁴⁾	0	D⁽²⁾
Series D Preferred Stock⁽⁵⁾	⁽⁵⁾	11/16/2010		C			488,789	⁽⁶⁾	⁽⁷⁾	Common Stock	488,789	⁽⁵⁾	0	D⁽²⁾
Series E Preferred Stock⁽⁵⁾	⁽⁵⁾	11/16/2010		C			547,094	⁽⁶⁾	⁽⁷⁾	Common Stock	547,094	⁽⁵⁾	0	D⁽²⁾
Warrant to Purchase Common Stock	$1.5	11/16/2010		X			308,930	⁽⁸⁾	08/12/2016	Common Stock	308,930	$0	0	D⁽²⁾
Warrant to Purchase Series B Preferred Stock⁽³⁾	$11.642⁽⁹⁾	11/16/2010		J⁽¹⁰⁾			924	⁽⁸⁾	02/21/2012	Common Stock	924	$0	0	D⁽²⁾
Warrant to Purchase Series B Preferred Stock⁽³⁾	$11.642⁽⁹⁾	11/16/2010		J⁽¹⁰⁾			242	⁽⁸⁾	03/12/2012	Common Stock	242	$0	0	D⁽²⁾
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			32,364	⁽⁸⁾	02/13/2014	Common Stock	32,364	$0	0	D⁽²⁾
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			17,261	⁽⁸⁾	04/06/2014	Common Stock	17,261	$0	0	D⁽²⁾
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			2,958	⁽⁸⁾	06/12/2014	Common Stock	2,958	$0	0	D⁽²⁾
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			1,096	⁽⁸⁾	08/05/2014	Common Stock	1,096	$0	0	D⁽²⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 4.615101 conversion ratio applicable to such shares.

2. The shares are owned by Enterprise Partners VI, LP ("Enterprise VI"). Enterprise Management Partners VI, LLC ("Enterprise VI LLC") serves as the general partner of Enterprise VI. Andrew E. Senyei, M.D. is a managing director of Enterprise VI LLC and shares voting and investment power over the shares held by Enterprise VI.

3. Each share of Series B Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 5.926613 conversion ratio applicable to such shares.

4. Each share of Series C Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 8.241076 conversion ratio applicable to such shares.

5. Each share of Series D and Series E Preferred Stock was automatically converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering.

6. The securities are immediately convertible.

7. The expiration date is not relevant to the conversion of these securities.

8. The warrant is immediately exercisable.

9. The Exercise Price of the Warrant to Purchase Series B Preferred Stock is $69.00 per share of Series B Preferred Stock. The exercise price is reported on an "as converted" basis after giving effect to the 5.926613 conversion ratio.

10. Warrant canceled pursuant to its terms concurrent with closing of Issuer's initial public offering.

	/s/ Andrew E. Senyei, Managing Director, Enterprise Partners VI, L.P.	11/16/2010
	** Signature of Reporting Person	Date
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