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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
COMPLETE GENOMICS INC [ GNOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 | 11/16/2010 | C | 601,248 | A | (1) | 601,248 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | C | 160,552 | A | (3) | 761,800 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | C | 674,426 | A | (4) | 1,436,226 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | C | 807,760 | A | (4) | 2,243,986 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | X | 29,343 | A | $7.56 | 2,273,329 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | F | 24,649 | D | $9 | 2,248,680 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | X | 31,299 | A | $7.56 | 2,279,979 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | F | 26,292 | D | $9 | 2,253,687 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | X | 10,240 | A | $7.56 | 2,263,927 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | F | 8,602 | D | $9 | 2,255,325 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | X | 990 | A | $7.56 | 2,256,315 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | F | 832 | D | $9 | 2,255,483 | I | See Footnote(2) | ||
Common Stock, par value $0.001 | 11/16/2010 | P(8) | 333,333 | A | $9 | 2,994,358 | I | See Footnote(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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock(1) | (1) | 11/16/2010 | C | 601,248 | (5) | (6) | Common Stock | 601,248 | (1) | 0 | I | See Footnote(2) | |||
Series C Preferred Stock(3) | (3) | 11/16/2010 | C | 160,552 | (5) | (6) | Common Stock | 160,552 | (3) | 0 | I | See Footnote(2) | |||
Series D Preferred Stock(4) | (4) | 11/16/2010 | C | 674,426 | (5) | (6) | Common Stock | 674,426 | (4) | 0 | I | See Footnote(2) | |||
Series E Preferred Stock(4) | (4) | 11/16/2010 | C | 807,760 | (5) | (6) | Common Stock | 807,760 | (4) | 0 | I | See Footnote(2) | |||
Warrant to Purchase Series D Preferred Stock(4) | $7.56 | 11/16/2010 | X | 29,343 | (7) | 02/13/2014 | Common Stock | 29,343 | $0 | 0 | I | See Footnote(2) | |||
Warrant to Purchase Series D Preferred Stock(4) | $7.56 | 11/16/2010 | X | 31,299 | (7) | 04/06/2014 | Common Stock | 31,299 | $0 | 0 | I | See Footnote(2) | |||
Warrant to Purchase Series D Preferred Stock(4) | $7.56 | 11/16/2010 | X | 10,240 | (7) | 06/12/2014 | Common Stock | 10,240 | $0 | 0 | I | See Footnote(2) | |||
Warrant to Purchase Series D Preferred Stock(4) | $7.56 | 11/16/2010 | X | 990 | (7) | 08/05/2014 | Common Stock | 990 | $0 | 0 | I | See Footnote(2) |
Explanation of Responses: |
1. 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. |
2. The shares are owned by Prospect Venture Partners III, L.P. ("PVP III"). Prospect Management Co. III, L.L.C. ("PMC III") serves as the general partner of PVP III. Alexander E. Barkas, Ph.D., is a Managing Director of PMC III and shares voting and investment power over the shares held by PVP III. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein. |
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. |
5. The securities are immediately convertible. |
6. The expiration date is not relevant to the conversion of these securities. |
7. The warrant is immediately exercisable. |
8. PVP III purchased an additional 333,333 shares of Issuer's common stock in connection with the initial public offering at the offering price of $9.00 per share. |
/s/ Alexander E. Barkas | 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). | ||
** 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. |