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^*

STUELPNAGEL JOHN R

(Last)

(First)

(Middle)

C/O 10X GENOMICS, INC.

6230 STONERIDGE MALL ROAD

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
10x Genomics, Inc. [ TXG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2019

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)
Class B Common Stock	09/16/2019		J		585,991	D	⁽¹⁾	0	D
Class A Common Stock	09/16/2019		J		585,991	A	⁽¹⁾	585,991⁽²⁾	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-1 Preferred Stock⁽²⁾	⁽³⁾	09/16/2019		C			121,686	⁽³⁾	⁽³⁾	Class B Common Stock⁽³⁾	121,686	$0.00	0	I	See Footnote⁽⁴⁾
Class B Common Stock⁽²⁾	⁽³⁾	09/16/2019		C		121,686		⁽³⁾	⁽³⁾	Class A Common Stock⁽³⁾	121,686	$0.00	121,686	I	See Footnote⁽⁴⁾
Series A-2 Preferred Stock⁽²⁾	⁽³⁾	09/16/2019		C			457,289	⁽³⁾	⁽³⁾	Class B Common Stock⁽³⁾	457,289	$0.00	0	I	See Footnote⁽⁴⁾
Class B Common Stock⁽²⁾	⁽³⁾	09/16/2019		C		457,289		⁽³⁾	⁽³⁾	Class A Common Stock⁽³⁾	457,289	$0.00	457,289	I	See Footnote⁽⁴⁾
Series B Preferred Stock⁽²⁾	⁽³⁾	09/16/2019		C			1,253,823	⁽³⁾	⁽³⁾	Class B Common Stock⁽³⁾	1,253,823	$0.00	0	I	See Footnote⁽⁴⁾
Class B Common Stock⁽²⁾	⁽³⁾	09/16/2019		C		1,253,823		⁽³⁾	⁽³⁾	Class A Common Stock⁽³⁾	1,253,823	$0.00	1,253,823	I	See Footnote⁽⁴⁾
Series C Preferred Stock⁽²⁾	⁽³⁾	09/16/2019		C			223,304	⁽³⁾	⁽³⁾	Class B Common Stock⁽³⁾	223,304	$0.00	0	I	See Footnote⁽⁴⁾
Class B Common Stock⁽²⁾	⁽³⁾	09/16/2019		C		223,304		⁽³⁾	⁽³⁾	Class A Common Stock⁽³⁾	223,304	$0.00	223,304	I	See Footnote⁽⁴⁾
Series D Preferred Stock⁽²⁾	⁽³⁾	09/16/2019		C			49,634	⁽³⁾	⁽³⁾	Class B Common Stock⁽³⁾	49,634	$0.00	0	I	See Footnote⁽⁴⁾
Class B Common Stock⁽²⁾	⁽³⁾	09/16/2019		C		49,634		⁽³⁾	⁽³⁾	Class A Common Stock⁽³⁾	49,634	$0.00	49,634	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering.

2. Includes 146,875 shares that are subject to a right of repurchase by the Issuer that lapses over time in accordance with the terms of the stock option awards that were early exercised by the Reporting Person.

3. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into Class B Common Stock, on a one-for-one basis, immediately prior to the completion of the Issuer's initial public offering and had no expiration date. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Additionally, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon transfer, whether or not for value (subject to certain exceptions) and upon the occurrence of certain other events set forth in the Issuer's Amended and Restated Certificate of Incorporation.

4. These shares are held by the John R. Stuelpnagel Trust, of which the Reporting Person is the sole trustee.

Remarks:

	/s/ Eric S. Whitaker, as Attorney-in-Fact	09/16/2019
	** 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).
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