SEC FORM 4/A

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^*

Shivji Alnoor

(Last)

(First)

(Middle)

C/O WAFERGEN BIO-SYSTEMS, INC.,

46531 FREMONT BLVD.

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WaferGen Bio-systems, Inc. [ WGBS.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/28/2009

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	12/23/2009		P		33,333	A	⁽¹⁾	48,333	I⁽²⁾	By Jameel Shivji Irrevocable Trust U/A dtd 12/30/04
Common Stock	12/23/2009		P		33,333	A	⁽¹⁾	48,333	I⁽²⁾	By Shivji Children's Trust fbo Zara Shivji U/A dtd 11/30/00
Common Stock	12/23/2009		P		33,333	A	⁽¹⁾	48,333	I⁽²⁾	By Shivji Children's Trust fbo Suraya Shivji U/A dtd 11/30/00
Common Stock	12/23/2009		P		16,667	A	⁽¹⁾	895,218	I⁽²⁾⁽³⁾	By Shivji Family Trust dtd June 12, 2000
Common Stock								2,424,561	D
Common Stock								885,000	I⁽³⁾	By Jamsz, a Alnoor and Miriam Shivji Family LLC

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	$2.5	12/23/2009		P		8,333		12/23/2009	12/23/2014	Common Stock	8,333	⁽¹⁾	8,333	I⁽²⁾	By Jameel Shivji Irrevocable Trust U/A dtd 12/30/04
Warrant	$2.5	12/23/2009		P		8,333		12/23/2009	12/23/2014	Common Stock	8,333	⁽¹⁾	8,333	I⁽²⁾	By Shivji Children's Trust fbo Zara Shivji U/A dtd 11/30/00
Warrant	$2.5	12/23/2009		P		8,333		12/23/2009	12/23/2014	Common Stock	8,333	⁽¹⁾	8,333	I⁽²⁾	By Shivji Children's Trust fbo Suraya Shivji U/A dtd 11/30/00
Warrant	$2.5	12/23/2009		P		4,167		12/23/2009	12/23/2014	Common Stock	4,167	⁽¹⁾	4,167	I⁽²⁾	By Shivji Family Trust dtd June 12, 2000

Explanation of Responses:

1. The reported securities were included in Units purchased for $1.50 per Unit, with each Unit consisting of one share of common stock and one warrant to purchase 25% of one share of common stock.

2. The original Form 4 aggregated the transaction on behalf of four separate trusts into a single line, despite the different natures of indirect beneficial ownership.

3. An aggregate of 885,000 shares of common stock were transferred from Shivji Family Trust dtd June 12, 2000 directly or indirectly to Jamsz, a Alnoor and Miriam Shivji Family LLC, through a transaction or series of transactions that altered the reporting person's form of indirect beneficial ownership but did not involve any change in the reporting person's pecuniary interest in such shares.

	/s/ Hector Brush, Attorney-in-Fact	04/09/2010
	** 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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