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*
OXFORD BIOSCIENCE PARTNERS IV LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Solexa, Inc. [ SLXA ]
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)
07/12/2005
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 07/12/2005 P 544,536 A $4 3,013,522 D(1)
Common 07/12/2005 A 1,986 A (2) 3,015,508 D(1)
Common 07/12/2005 P 5,464 A $4 30,235 I(3) By mRNA Fund II L.P.
Common 07/12/2005 A 20 A (2) 30,255 I(3) By mRNA Fund II L.P.
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
Warrant (right to buy) $5(4) 07/12/2005 P 272,268 01/08/2006 07/12/2010 Common 272,268 $0 272,268 D(1)
Warrant (right to buy) $5(4) 07/12/2005 P 2,732 01/08/2006 07/12/2010 Common 2,732 $0 2,732 I(3) By mRNA Fund II L.P.
1. Name and Address of Reporting Person*
OXFORD BIOSCIENCE PARTNERS IV LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
MRNA FUND II LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
OBP MANAGEMENT IV LP

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
BARNES JEFFREY T

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
CARTHY MARK

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
FLEMING JONATHAN

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
LYTTON MICHAEL

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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*
WALTON ALAN G

(Last) (First) (Middle)
222 BERKELEY ST.

(Street)
BOSTON MA 02116

(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. Securities held of record by Oxford Bioscience Partners IV L.P. ("Oxford IV"). By virtue of their relationship as affiliated limited partnerships, whose sole general partner shares individual general partners, Oxford IV and mRNA Fund II L.P. ("mRNA") may be deemed to share voting power and the power to direct the disposition of the shares which each partnership owns of record. OBP Management IV L.P. ("OBP IV") (as the general partner of Oxford IV and mRNA II), may also be deemed to own beneficially the shares held of record by Oxford IV and mRNA II. Each of Messrs. Barnes, Carthy, Fleming, Lytton, and Walton, the individual general partners of OBP IV, may be deemed to own beneficially the shares held by Oxford IV and mRNA II. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
2. The shares were issued in connection with the reallocation of an aggregate of 7,198 shares of common stock of Solexa, Inc. (the "Company") to the former shareholders of Solexa Limited in connection with the business combination between the Company and Solexa Limited completed on March 4, 2005.
3. Securities held of record by mRNA. By virtue of their relationship as affiliated limited partnerships, whose sole general partner shares individual general partners, Oxford IV and mRNA may be deemed to share voting power and the power to direct the disposition of the shares which each partnership owns of record. OBP IV (as the general partner of Oxford IV and mRNA II), may also be deemed to own beneficially the shares held of record by Oxford IV and mRNA II. Each of Messrs. Barnes, Carthy, Fleming, Lytton, and Walton, the individual general partners of OBP IV, may be deemed to own beneficially the shares held by Oxford IV and mRNA II. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
4. If, at any time prior to January 12, 2008, Solexa, Inc. issues additional shares of Common Stock or rights, warrants, options or other securities or debt convertible, exercisable or exchangeable for shares of Common Stock or otherwise entitling any individual or entity to acquire shares of Common Stock at an effective net price to the Company per share of Common Stock less than four dollars ($4.00) the Exercise Price shall be reduced in accordance with the terms of the Warrant to Purchase Common Stock dated as of May 6, 2005.
Remarks:
/s/ Jonathan J. Fleming, as general partner of the general partner of Oxford Bioscience Partners IV L.P. 07/13/2005
/s/ Jonathan J. Fleming, as general partner of the general partner of mRNA Fund II L.P. 07/13/2005
/s/ Jonathan J. Fleming, as general partner of OBP Management IV L.P. 07/13/2005
/s/ Raymond Charest, as attorney-in-fact for Jeffrey T. Barnes 07/13/2005
/s/ Raymond Charest, as attorney-in-fact for Mark P. Carthy 07/13/2005
/s/ Jonathan J. Fleming 07/13/2005
/s/ Raymond Charest, as attorney-in-fact for Michael E. Lytton 07/13/2005
/s/ Raymond Charest, as attorney-in-fact for Alan G. Walton 07/13/2005
** 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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