0000904454-18-000522.txt : 20180827 0000904454-18-000522.hdr.sgml : 20180827 20180827170303 ACCESSION NUMBER: 0000904454-18-000522 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180823 FILED AS OF DATE: 20180827 DATE AS OF CHANGE: 20180827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Domain Partners VIII, L.P. CENTRAL INDEX KEY: 0001465144 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38613 FILM NUMBER: 181039472 BUSINESS ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 609-683-5656 MAIL ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES, L.L.C. STREET 2: ONE PALMER SQUARE, SUITE 515 CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLAIR JAMES C CENTRAL INDEX KEY: 0001024000 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38613 FILM NUMBER: 181039473 MAIL ADDRESS: STREET 1: 5880 PACIFIC CENTER BLVD CITY: SAN DIEGO STATE: CA ZIP: 92121-4204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOVEY BRIAN H CENTRAL INDEX KEY: 0001207786 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38613 FILM NUMBER: 181039474 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TREU JESSE I CENTRAL INDEX KEY: 0001013425 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38613 FILM NUMBER: 181039475 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VITULLO NICOLE CENTRAL INDEX KEY: 0001196863 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38613 FILM NUMBER: 181039477 MAIL ADDRESS: STREET 1: 3030 SCIENCE PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Halak Brian K CENTRAL INDEX KEY: 0001354718 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38613 FILM NUMBER: 181039479 MAIL ADDRESS: STREET 1: C/O DOMAIN ASSOCIATES STREET 2: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BioNano Genomics, Inc CENTRAL INDEX KEY: 0001411690 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9640 TOWNE CENTRE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 888-7600 MAIL ADDRESS: STREET 1: 9640 TOWNE CENTRE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: BioNanomatrix Inc DATE OF NAME CHANGE: 20070906 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-08-23 0001411690 BioNano Genomics, Inc BNGO 0001465144 Domain Partners VIII, L.P. C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001024000 BLAIR JAMES C C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001207786 DOVEY BRIAN H C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001013425 TREU JESSE I C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001196863 VITULLO NICOLE C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 0001354718 Halak Brian K C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON NJ 08542 0 0 1 0 Common Stock 2018-08-23 4 C 0 591184 A 591184 D Common Stock 2018-08-23 4 C 0 337694 4.59 A 929878 D Common Stock 2018-08-23 4 P 0 15000 6.125 A 943878 D Series B Preferred Stock 2018-08-23 4 C 0 6810098 0 D Common Stock 159115 0 D Series B-1 Preferred Stock 2018-08-23 4 C 0 2986762 0 D Common Stock 69784 0 D Series C Preferred Stock 2018-08-23 4 C 0 5426808 0 D Common Stock 126794 0 D Series D Preferred Stock 2018-08-23 4 C 0 6396105 0 D Common Stock 149441 0 D Series D-1 Preferred Stock 2018-08-23 4 C 0 3682919 0 D Common Stock 86050 0 D Convertible Promissory Note 4.59 2018-08-23 4 C 0 1488952.00 0 D Common Stock 337694 0 D Warrants to Purchase Common Stock 6.125 2018-08-23 4 P 0 15000 A 2018-09-20 2023-09-20 Common Stock 15000 15000 D All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her. The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $1,488,952. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share. The Common Stock and Warrants to Purchase Common Stock were issued and sold as units at a purchase price of $6.125 per unit. Each unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock. The units will separate, and the underlying Common Stock and Warrants will begin trading separately, no later than 30 days following the date of the IPO prospectus, at which time the Warrants will become exercisable for a period of five years. /s/ Lisa A. Kraeutler, as Attorney-in-Fact for Domain Partners VIII, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak 2018-08-27