CUSIP No. 93041P100
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SCHEDULE 13G
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merlin BioMed Private Equity Advisors, LLC (IRS No. 13-4178606)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
7,000,675
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
7,000,675
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,675
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o | ||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 93041P100
|
SCHEDULE 13G
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dominique Sémon
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
7,000,675
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
7,000,675
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,675
|
|||
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)
8.9%
|
|||
12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 93041P100
|
SCHEDULE 13G
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Page 4 of 8 Pages
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merlin Nexus III, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) o
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
6
|
SHARED VOTING POWER
7,000,675
|
|||
7
|
SOLE DISPOSITIVE POWER
0
|
|||
8
|
SHARED DISPOSITIVE POWER
7,000,675
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,675
|
|||
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)
8.9%
|
|||
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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Item 1. | (a) |
Name of Issuer:
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Wafergen Biosystems, Inc.
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(b) | Address of Issuer’s Principal Executive Offices: | |
7400 PASEO PADRE PARKWAY FREMONT CA 94555
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Item 2. | (a) |
Name of Person Filing:
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Merlin BioMed Private Equity Advisors, LLC | ||
Dominique Sémon | ||
(b) | Address of Principal Business Office or, if none, Residence: | |
424 West 33rd Street, Suite 520
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New York, NY 10001
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(c) | Citizenship: | |
Merlin BioMed Private Equity Advisors, LLC is a Delaware Limited Liability Company.
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Dominique Sémon is a citizen of Switzerland. | ||
(d) | Title of Class of Securities: | |
Common Stock | ||
(e) | CUSIP Number: | |
93041P100
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Item 3. |
If this statement is being filed pursuant to Rule 13d-1(b) or (c),
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or 13d-2(b), check whether the person filing is: | |
(a) o | Broker or dealer registered under Section 15 of the Act |
(b) o | Bank as defined in section 3(a)(6) of the Act |
(c) o
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Insurance company as defined in section 3(a)(19) of the Act |
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(d) o
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Investment company registered under section 8 of the |
Investment Company Act of 1940 | |
(e) o
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An investment adviser in accordance with Rule
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13d-1(b)(1)(ii)(E) | |
(f) o
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An employee benefit plan or endowment fund in accordance |
with Rule 13d-1(b)(1)(ii)(F) | |
(g) o
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A parent holding company or control person in accordance |
with Rule 13d-1(b)(ii)(G) | |
(h) o
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A savings association as defined in Section 3(b) of the
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Federal Deposit Insurance Act |
(i) o
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A church plan that is excluded from the definition of an
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investment company under Section 3(c)(14) of the | |
Investment Company Act of 1940 | |
(j) o
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Group, in accordance with 13d-1(b)(1)(ii)(J) |
Item 4. | Ownership: | ||||
(a)
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Amount Beneficially Owned:
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7,000,675*
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(b)
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Percent of Class:
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8.9%
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(c)
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Number of Shares as to which such person has:
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(i)
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Sole Power to vote or direct the vote:
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0
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(ii)
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Shared power to vote or direct the vote:
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7,000,675*
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(iii)
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Sole power to dispose or direct the disposition of:
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0
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(iv)
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Shared power to dispose or direct the disposition of:
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7,000,675*
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*See Attachment A
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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 person has 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: |
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company |
N/A |
Item 8. | Identification and Classification of Members of the Group |
N/A |
Item 9. | Notice of Dissolution of Group |
N/A |
Item 10. | Certification |
Merlin BioMed Private Equity Advisors, LLC | |||
By: | Dominique Sémon, as Managing Member | ||
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/s/ Dominique Sémon | |
Dominique Sémon | |||
/s/ Dominique Sémon | |||
Dominique Sémon
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Merlin Nexus III, L.P. | |||
By: | Merlin Nexus III, LLC, General Partner | ||
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/s/ Dominique Sémon | |
Managing Member
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Merlin BioMed Private Equity Advisors, LLC | |||
By: | Dominique Sémon, as Managing Member | ||
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/s/ Dominique Sémon | |
Dominique Sémon | |||
/s/ Dominique Sémon | |||
Dominique Sémon
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Merlin Nexus III, L.P. | |||
By: | Merlin Nexus III, LLC, General Partner | ||
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/s/ Dominique Sémon | |
Managing Member
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