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^*

OVP VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS

1010 MARKET STREET

(Street)

KIRKLAND

98033

(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)

	Form filed by One Reporting Person
X	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		309,433	A	⁽¹⁾	309,433	D
Common Stock, par value $0.001	11/16/2010		C		252,521	A	⁽²⁾	561,954	D
Common Stock, par value $0.001	11/16/2010		C		173,548	A	⁽³⁾	735,502	D
Common Stock, par value $0.001	11/16/2010		C		722,185	A	⁽⁴⁾	1,457,687	D
Common Stock, par value $0.001	11/16/2010		C		828,829	A	⁽⁴⁾	2,286,516	D
Common Stock, par value $0.001	11/16/2010		X		444,591	A	$1.5	2,731,107	D
Common Stock, par value $0.001	11/16/2010		F		74,099	D	$9	2,657,008	D
Common Stock, par value $0.001	11/16/2010		X		31,717	A	$7.56	2,688,725	D
Common Stock, par value $0.001	11/16/2010		F		26,643	D	$9	2,662,082	D
Common Stock, par value $0.001	11/16/2010		X		33,832	A	$7.56	2,695,914	D
Common Stock, par value $0.001	11/16/2010		F		28,419	D	$9	2,667,495	D
Common Stock, par value $0.001	11/16/2010		X		11,258	A	$7.56	2,678,753	D
Common Stock, par value $0.001	11/16/2010		F		9,457	D	$9	2,669,296	D
Common Stock, par value $0.001	11/16/2010		X		1,088	A	$7.56	2,670,384	D
Common Stock, par value $0.001	11/16/2010		F		914	D	$9	2,669,470	D

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			309,433	⁽⁷⁾	⁽⁸⁾	Common Stock	309,433	⁽¹⁾	0	D
Series A Preferred Stock⁽¹⁾	⁽¹⁾	11/16/2010		C			6,313	⁽⁷⁾	⁽⁸⁾	Common Stock	6,313	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Series B Preferred Stock⁽²⁾	⁽²⁾	11/16/2010		C			252,521	⁽⁷⁾	⁽⁸⁾	Common Stock	252,521	⁽²⁾	0	D
Series B Preferred Stock⁽²⁾	⁽²⁾	11/16/2010		C			5,150	⁽⁷⁾	⁽⁸⁾	Common Stock	5,150	⁽²⁾	0	I	See Footnote⁽⁶⁾
Series C Preferred Stock⁽³⁾	⁽³⁾	11/16/2010		C			173,548	⁽⁷⁾	⁽⁸⁾	Common Stock	173,548	⁽³⁾	0	D
Series C Preferred Stock⁽³⁾	⁽³⁾	11/16/2010		C			3,535	⁽⁷⁾	⁽⁸⁾	Common Stock	3,535	⁽³⁾	0	I	See Footnote⁽⁶⁾
Series D Preferred Stock⁽⁴⁾	⁽⁴⁾	11/16/2010		C			722,185	⁽⁷⁾	⁽⁸⁾	Common Stock	722,185	⁽⁴⁾	0	D
Series D Preferred Stock⁽⁴⁾	⁽⁴⁾	11/16/2010		C			9,477	⁽⁷⁾	⁽⁸⁾	Common Stock	9,477	⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Series E Preferred Stock⁽⁴⁾	⁽⁴⁾	11/16/2010		C			828,829	⁽⁷⁾	⁽⁸⁾	Common Stock	828,829	⁽⁴⁾	0	D
Series E Preferred Stock⁽⁴⁾	⁽⁴⁾	11/16/2010		C			4,767	⁽⁷⁾	⁽⁸⁾	Common Stock	4,767	⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Warrant to Purchase Common Stock	$1.5	11/16/2010		X			444,591	⁽⁹⁾	08/12/2016	Common Stock	444,591	$0	0	D
Warrant to Purchase Common Stock	$1.5	11/16/2010		X			3,134	⁽⁹⁾	08/12/2016	Common Stock	3,134	$0	0	I	See Footnote⁽⁶⁾
Warrant to Purchase Series B Preferred Stock⁽³⁾	$11.642⁽⁶⁾	11/16/2010		J⁽¹⁰⁾			906	⁽⁹⁾	02/21/2012	Common Stock	906	$0	0	D
Warrant to Purchase Series B Preferred Stock⁽³⁾	$11.642⁽⁶⁾	11/16/2010		J⁽¹⁰⁾			17	⁽⁹⁾	02/21/2012	Common Stock	17	$0	0	I	See Footnote⁽⁶⁾
Warrant to Purchase Series B Preferred Stock⁽³⁾	$11.642⁽⁶⁾	11/16/2010		J⁽¹⁰⁾			237	⁽⁹⁾	03/12/2012	Common Stock	237	$0	0	D

1. Name and Address of Reporting Person^*

OVP VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS

1010 MARKET STREET

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OVP VI ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

1010 MARKET STREET

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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. 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.

3. 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.

4. 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 shares are owned by OVP VI Entrepreneurs Fund, L.P. ("OVP VI Entrepreneurs"). OVMC VI LLC serves as the general partner of OVP VI Entrepreneurs. Charles P. Waite, Jr. is a managing member of OVMC VI LLC and shares voting and investment power over the shares held by OVP VI Entrepreneurs. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.

7. The securities are immediately convertible.

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

9. The warrant is immediately exercisable.

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

Remarks:

Form 1 of 2

	/s/ Charles P. Waite, Jr., Managing Member, OVP Venture Partners VI, L.P.	11/16/2010
	/s/ Charles P. Waite, Jr., Managing Member, OVP VI Entrepreneurs Fund, L.P.	11/16/2010
	** 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 4 (b)(v).
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