Schedule 13G

0000950123-11-012736.txt : 20110211 0000950123-11-012736.hdr.sgml : 20110211 20110211154723 ACCESSION NUMBER: 0000950123-11-012736 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: PROSPECT MANAGEMENT CO. III, L.L.C. GROUP MEMBERS: PROSPECT VENTURE PARTNERS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPLETE GENOMICS INC CENTRAL INDEX KEY: 0001361103 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 203226545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85871 FILM NUMBER: 11598839 BUSINESS ADDRESS: STREET 1: 2071 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: (650) 943-2843 MAIL ADDRESS: STREET 1: 2071 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prospect Venture Partners III L P CENTRAL INDEX KEY: 0001311490 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 435 TASSO ST STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-327-8800 MAIL ADDRESS: STREET 1: 435 TASSO ST STREET 2: SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 c12012sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Complete Genomics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

20454K 10 4

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		20454K 10 4


1	NAMES OF REPORTING PERSONS Prospect Venture Partners III, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,180,255 (2)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,180,255 (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,180,255 (2)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	12.2%(3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

(1) This statement on Schedule 13G is filed by Prospect Venture Partners III, L.P., a Delaware limited partnership (“PVP III”) and Prospect Management Co. III, L.L.C., a Delaware limited liability company (“PMC III,” together with PVP III, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) The shares are owned by PVP III. The shares include 185,897 shares of Common Stock issuable to PVP III pursuant to outstanding warrants to purchase Common Stock. PMC III serves as the sole general partner of PVP III. As such, PMC III possesses power to direct the voting and disposition of the shares owned by PVP III and may be deemed to have indirect beneficial ownership of the shares held by PVP III. PMC III owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010.

(3) This percentage is calculated based upon 25,916,421 shares of the Common Stock outstanding as of November 30, 2010 as set forth in the Issuer’s most recent Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2010.

Page 2


CUSIP No.		20454K 10 4


1	NAMES OF REPORTING PERSONS Prospect Management Co. III, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ (1)

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware, United States of America

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,180,255 (2)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			3,180,255 (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,180,255 (2)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	12.2%(3)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Page 3

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Complete Genomics, Inc. (the “Issuer”).


Item 1(a).		Name of Issuer:

Complete Genomics, Inc.


Item 1(b).		Address of Issuer’s Principal Executive Officers:

2071 Stierlin Court
Mountain View, California 94043


Item 2(a).		Name of Person(s) Filing:

Prospect Venture Partners III, L.P. (“PVP III”)
Prospect Management Co. III, L.L.C. (“PMC III”)


Item 2(b).		Address of Principal Business Office:

Prospect Venture Partners
435 Tasso Street, Suite 200
Palo Alto, California 94301


Item 2(c).		Citizenship:

PVP III is a Delaware limited partnership.
PMC III is a Delaware limited liability company.


Item 2(d).		Title of Class of Securities:

Common Stock, par value $0.001 per share.


Item 2(e).		CUSIP Number:

20454K 10 4


Item 3.		If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Page 4


Item 4(a).		Amount Beneficially Owned:


Item 4(b).		Percent of Class:


Item 4(c).		Number of shares as to which such persons have:

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2010:

Common Stock

Issuable Upon

Shares of

Exercise of

Common

Common Stock

Shared

Stock Held

Purchase

Shared

Dispositive

Beneficial

Percentage of

Reporting Persons

Directly

Warrant

Voting Power (1)

Power (1)

Ownership (1)

Class (1)(3)

PVP III

2,994,358

185,897

3,180,255

12.2

PMC III (2)

3,180,255

12.2


(1)		Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.

(2)		PMC III serves as the sole general partner of PVP III. As such, PMC III possesses power to direct the voting and disposition of the shares owned by PVP III and may be deemed to have indirect beneficial ownership of the shares held by PVP III. PMC III owns no securities of the Issuer directly.

(3)		This percentage is calculated based upon 25,916,421 shares of the Common Stock outstanding as of November 30, 2010 as set forth in the Issuer’s most recent Form 10-Q, filed with the SEC on December 22, 2010.


Item 5.		Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o


Item 6.		Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.


Item 7.		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.


Item 8.		Identification and Classification of Members of the Group:

Not applicable.


Item 9.		Notice of Dissolution of Group:

Not applicable.


Item 10.		Certification:

Not applicable.

Page 5

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 11, 2011
PROSPECT VENTURE PARTNERS III, L.P.
By:	Prospect Management Co. III, L.L.C.
Its:	General Partner


/s/ Lori Hoover-Simotas
Lori Hoover-Simotas
Attorney-in-Fact

PROSPECT MANAGEMENT CO. III, L.L.C.
/s/ Lori Hoover-Simotas
Lori Hoover-Simotas
Attorney-in-Fact

Exhibit(s):


99.1:		Joint Filing Statement

Exhibit A:		Power of Attorney

Page 6

EX-99.1 2 c12012exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Complete Genomics, Inc.


Dated: February 11, 2011
PROSPECT VENTURE PARTNERS III, L.P.
By:	Prospect Management Co. III, L.L.C.
Its:	General Partner


/s/ Lori Hoover-Simotas
Lori Hoover-Simotas
Attorney-in-Fact

PROSPECT MANAGEMENT CO. III, L.L.C.
/s/ Lori Hoover-Simotas
Lori Hoover-Simotas
Attorney-in-Fact

Page 7

EX-99.A 3 c12012exv99wa.htm EXHIBIT A Exhibit A

Exhibit A

POWER OF ATTORNEY

Page 8

Exhibit A

POWER OF ATTORNEY
(For Executing Form ID, Forms 3, 4 and 5 and Schedules 13D and 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Lori Hoover-Simotas the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and file in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “Commission”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Commission of reports required by Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rules or regulations promulgated thereunder;

(2) prepare, execute and file, for and on behalf of the undersigned with respect to holdings of, and transactions in, securities acquired from time to time by the undersigned or by investment funds or other entities affiliated with the Prospect Venture Partners organization, any and all documents and filings that are required or advisable to be made with the Commission, any stock exchange or similar authority, under the Exchange Act, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such schedules and forms, complete and execute any amendment or amendments thereto, and timely file such schedules, forms or amendments with the Commission and any stock exchange or similar authority; and

(4) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is any other entity affiliated with the Prospect Venture Partners organization assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required, and there is no possibility that the undersigned would in the future be required, to file any form or document with respect to the undersigned’s holdings of and transactions in securities issued by any company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) such attorney-in-fact shall no longer be employed by Prospect Management Co. II, LLC or its affiliates.

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of February 9, 2011.

/s/ Alexander E. Barkas
Alexander E. Barkas

POWER OF ATTORNEY

(For Executing Form ID, Forms 3, 4 and 5 and Schedules 13D and 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Lori Hoover-Simotas the undersigned’s true and lawful attorney-in-fact and agent to:

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of February 9, 2011.

/s/ Russell C. Hirsch
Russell C. Hirsch

POWER OF ATTORNEY

(For Executing Form ID, Forms 3, 4 and 5 and Schedules 13D and 13G)

Know all by these presents, that the undersigned hereby constitutes and appoints Lori Hoover-Simotas the undersigned’s true and lawful attorney-in-fact and agent to:

I hereby declare that any act or thing lawfully done hereunder by the foregoing attorney-in-fact shall be binding on the undersigned as if done by myself.

In Witness Whereof, the undersigned has caused this Power of Attorney to be executed as of February 9, 2011.

/s/ David Schnell

David Schnell