SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* COMVEST INVESTMENT PARTNERS II LLC (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/27/2006	3. Issuer Name and Ticker or Trading Symbol SEQUENOM INC [ SQNM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (par value $0.001)(1)(3)(4)(5)	19,090,909	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(2)	(2)	Common Stock	11,454,545	$0.7	D

1. Name and Address of Reporting Person* COMVEST INVESTMENT PARTNERS II LLC (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (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* COMMONWEALTH ASSOCIATES LP (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (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* FALK MICHAEL (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (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* PRIDDY ROBERT L (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (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. Pursuant to the terms of a Securities Purchase Agreement, dated as of March 27, 2006, as amended and restated on March 30, 2006 (the "Purchase Agreement"), by and among the Issuer, the Reporting Person, Pequot Private Equity Fund IV, LP ("Pequot"), LB I Group Inc. ("LBIG"), and Siemens Venture Capital GmbH ("Siemens," and together with the Reporting Person, Pequot and LBIG, the "Purchasers"), and subject to certain closing conditions, including the approval of the Purchase Agreement by the stockholders of the Issuer, the Issuer agreed to issue and sell to ComVest (i) 19,090,909 shares of Common Stock (the "Shares"), and (ii) warrants to purchase up to 11,454,545 shares of Common Stock (the "Warrants"), in each case, subject to certain adjustments in accordance with the terms of the Purchase Agreement and the Warrant.

2. The Warrants can be exercised from the date of issuance until 7 years after the date of issuance.

3. On the date hereof, ComVest II Partners, LLC ("ComVest II Partners"), by virtue of the fact that it is the managing member of the Reporting Person, has an indirect beneficial ownership interest in the Shares and the Warrants.

4. On the date hereof, ComVest Group Holdings, LLC ("CGH"), by virtue of the fact that it is the managing member of ComVest II Partners, has an indirect beneficial ownership interest in the Shares and the Warrants.

5. On the date hereof, Michael S. Falk, by virtue of the fact that it is the managing member of CGH, has an indirect beneficial ownership interest in the Shares and the Warrants.

	/s/Michael S. Falk, ComVest Investment Partners II LLC; By: ComVest II Partners, LLC, /s/ Michael S. Falk	04/05/2005
	/s/Michael S. Falk, ComVest II Partners, LLC; By: /s/ Michael S. Falk, Managing Member	04/05/2005
	/s/Michael S. Falk, ComVest Group Holdings, LLC, by: Michael S. Falk, Chairman and Managing Member	04/05/2005
	/s/Michael S. Falk, individually	04/05/2005
	/s/Robert L. Priddy, individually	04/05/2005
	** Signature of Reporting Person	Date
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