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*
Pesce Joseph F

(Last) (First) (Middle)
C/O GREAT POINT PARTNERS, LLC
165 MASON STREET, 3RD FLOOR

(Street)
GREENWICH CT 06870

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WaferGen Bio-systems, Inc. [ WGBS ]
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)
11/15/2013
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)
Code V Amount (A) or (D) Price
Common Stock 11/15/2013 C 899,893 A (3) 899,893 I See Footnotes(1)(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 1 Convertible Preferred Stock (3) 11/15/2013 C 357.7618 (3) (3) Common Stock 899,893 (3) 1,429.8979 I See Footnotes(1)(2)
1. Name and Address of Reporting Person*
Pesce Joseph F

(Last) (First) (Middle)
C/O GREAT POINT PARTNERS, LLC
165 MASON STREET, 3RD FLOOR

(Street)
GREENWICH CT 06870

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GREAT POINT PARTNERS LLC

(Last) (First) (Middle)
C/O GREAT POINT PARTNERS, LLC
165 MASON STREET, 3RD FLOOR

(Street)
GREENWICH CT 06870

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
Explanation of Responses:
1. The amounts shown represent the beneficial ownership of the issuer's securities by funds and certain managed accounts managed by Great Point Partners LLC (the "GPP Investors"), which may be deemed attributable to Mr. Pesce because Mr. Pesce is a managing director of Great Point Partners LLC. Mr. Pesce serves as a director of the issuer as a representative of Great Point Partners LLC acting on behalf of the GPP Investors, and accordingly Great Point Partners LLC and the GPP Investors may be deemed to be a director by deputization. Great Point Partners, LLC and Mr. Pesce each disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
2. The amounts shown consist of securities collectively owned by each of Biomedical Value Fund, LP, Biomedical Offshore Value Fund, Ltd., Biomedical Institutional Value Fund, LP, Lyrical Multi-Manager Fund, LP, Lyrical Multi-Manager Offshore Fund, Ltd., Class D Series of GEF-PS, LP, David J. Morrison, WS Investments II, LLC, Thomas C. Jay QPERT, Carolyn Jay Trust, Jeffrey Jay Jr. Trust and Jeffrey and Mary Ellen Jay.
3. The securities are convertible into common stock at any time following their issuance on August 27, 2013, on a 2,515.34-for-1 basis, and have no expiration date.
Remarks:
/s/ Jeffrey Jay, senior managing member, Great Point Partners, LLC 11/18/2013
/s/ Ian Lamdin, Attorney in fact for Joseph F. Pesce 11/18/2013
** 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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