X0203 3 2010-11-10 0 0001361103 COMPLETE GENOMICS INC GNOM 0001055951 ORBIMED ADVISORS LLC 767 THIRD AVENUE, 30TH FLOOR NEW YORK NY 10017 0 0 1 0 0001432241 OrbiMed Capital GP III LLC 787 THIRD AVENUE 30TH FL NEW YORK NY 10017 0 0 1 0 0001055949 ISALY SAMUEL D 0 0 1 0 Series D Preferred Stock 0.00 Common Stock 2252898 I See Footnotes Series D Preferred Stock 0.00 Common Stock 21456 I See Footnotes Series E Preferred Stock 0.00 Common Stock 1267070 I See Footnotes Series E Preferred Stock 0.00 Common Stock 12068 I See Footnotes Warrant to Purchase Common Stock 1.50 2015-04-12 Common Stock 210098 I See Footnotes Warrant to Purchase Common Stock 1.50 2015-04-12 Common Stock 2001 I See Footnotes Warrant to Purchase Common Stock 1.50 2015-06-22 Common Stock 81504 I See Footnotes Warrant to Purchase Common Stock 1.50 2015-06-22 Common Stock 776 I See Footnotes Each share of Series D and Series E Preferred Stock will automatically convert on a 1-for-1 basis into common stock upon the closing of the Issuer's initial public offering. The securities are immediately convertible. The expiration date is not relevant to the conversion of these securities. The shares of preferred stock ("Shares") and warrants to purchase common stock ("Warrants") reported herein as indirectly beneficially owned by OrbiMed Capital GP III LLC ("Capital"), OrbiMed Advisors LLC ("Advisors") and Samuel D. Isaly ("Isaly") are directly owned by OrbiMed Private Investments III, LP (formerly, Caduceus Private Investments III, LP) ("OPI III") and OrbiMed Associates III, LP ("Associates"). Each of Capital, Advisors and Isaly may be deemed to have a pecuniary interest in Shares and Warrants beneficially owned by OPI III and each of Advisors and Isaly may be deemed to have a pecuniary interest in Shares and Warrants beneficially owned by Associates. This Form 3 is being jointly filed by Capital, Advisors and Isaly. The Reporting Persons have designated a representative, currently Carl L. Gordon, a member of Advisors, to serve on the Issuer's board of directors. These Shares and Warrants are beneficially owned by OPI III. Capital is the sole general partner of OPI III. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital. Advisors and Capital may be deemed to have beneficial ownership of Shares and Warrants held by OPI III by virtue of such relationships. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares and Warrants in his capacity as the managing member of, and holder of a controlling interest, in Advisors. These Shares and Warrants are beneficially owned by Associates. Advisors is the sole general partner of Associates and may be deemed to have beneficial ownership of Shares and Warrants held by Associates by virtue of that relationship. Isaly, a natural person, may be deemed to have beneficial ownership of such Shares and Warrants in his capacity as the managing member of, and holder of a controlling interest, in Advisors. Each of Advisors, Capital and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. The warrant is immediately excercisable. /s/ Samuel D. Isaly 2010-11-10