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^*

SENYEI ANDREW E

(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)

X	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		66,138	A	⁽⁵⁾	66,138	I	See Footnote⁽⁶⁾
Common Stock, par value $0.001	11/16/2010		C		27,049	A	⁽⁵⁾	101,043	I	See Footnote⁽⁶⁾
Common Stock, par value $0.001	11/16/2010		C		176,737	A	⁽⁵⁾	176,737	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		C		259,458	A	⁽⁵⁾	436,195	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		X		138,794	A	$7.56	574,989	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		F		23,133	D	$9	551,856	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		X		17,261	A	$7.56	569,117	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		F		14,500	D	$9	554,617	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		X		8,378	A	$7.56	562,995	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		F		7,038	D	$9	555,957	I	See Footnote⁽⁷⁾
Common Stock, par value $0.001	11/16/2010		P⁽⁸⁾		111,111	A	$9	667,068	I	See Footnote⁽⁷⁾

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)
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			17,261	⁽¹⁰⁾	04/06/2014	Common Stock	17,261	$0	0	I	See Footnote⁽⁷⁾
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			2,958	⁽¹⁰⁾	06/12/2014	Common Stock	2,958	$0	0	I	See Footnote⁽²⁾
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			8,378	⁽¹⁰⁾	06/12/2014	Common Stock	8,378	$0	0	I	See Footnote⁽⁷⁾
Warrant to Purchase Series D Preferred Stock⁽⁵⁾	$7.56	11/16/2010		X			1,096	⁽¹⁰⁾	08/05/2014	Common Stock	1,096	$0	0	I	See Footnote⁽²⁾

Explanation of Responses:

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. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.

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 shares are owned by Enterprise Partners Management, LLC ("Enterprise LLC"). Andrew E. Senyei, M.D. is a managing director of Enterprise LLC and shares voting and investment power over the shares held by Enterprise LLC. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.

7. The shares are owned by Enterprise Partners V, LP ("Enterprise V"). Enterprise Management Partners V, LLC ("Enterprise V LLC") serves as the general partner of Enterprise V. Andrew E. Senyei, M.D. is a managing director of Enterprise V LLC and shares voting and investment power over the shares held by Enterprise V. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.

8. The securities are immediately convertible.

10. The warrant is immediately exercisable.

Remarks:

Form 2 of 2

	/s/ Andrew E. Senyei	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).
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