SEC FORM 4

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^*

ROBERTS BRYAN E

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
10x Genomics, Inc. [ TXG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2020

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

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)
Class A Common Stock	05/01/2020		C		1,931,737	A	$0⁽¹⁾	2,231,737	I	By Funds⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
Class B Common Stock	⁽¹⁾	05/01/2020		C			1,931,737	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽¹⁾	1,931,737	$0	10,946,510	I	By Funds⁽²⁾⁽³⁾

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Additionally, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon transfer, whether or not for value (subject to certain exceptions) and upon the occurrence of certain other events set forth in the Issuer's Amended and Restated Certificate of Incorporation.

2. Represents (a) 9,090,261 shares of Class B common stock held by Venrock Associates VI, L.P. ("VA VI") and (b) 713,730 shares of Class B common stock held by Venrock Partners VI, L.P. ("VP VI"). Venrock Management VI, LLC ("VM VI"), is the sole general partner of VA VI. Venrock Partners Management VI, LLC ("VPM VI"), is the sole general partner of VP VI. Dr. Roberts is a member of VM VI and VPM VI and disclaims beneficial ownership over all shares held by VA VI and VP VI, except to the extent of his indirect pecuniary interests therein.

3. Represents (a) 812,902 shares of Class B common stock held by Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and (b) 329,617 shares of Class B common stock held by VHCP Co-Investment Holdings II, LLC ("VHCP II Co"). VHCP Management II, LLC ("VHCPM II") is the sole general partner of VHCP II and the sole manager of VHCP II Co. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM II. Dr. Roberts disclaims beneficial ownership over all shares held by VHCP II and VHCP II Co, except to the extent of his indirect pecuniary interests therein.

4. Represents (a) 272,730 shares of Class A common stock held by Venrock Healthcare Capital Partners III, L.P. ("VHCP III") and (b) 27,270 shares of Class A common stock held by VHCP Co-Investment Holdings III, LLC ("VHCP III Co"). VHCP Management III, LLC ("VHCPM III") is the sole general partner of VHCP III and the sole manager of VHCP III Co. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM III. Dr. Roberts disclaims beneficial ownership over all shares held by VHCP III and VHCP III Co, except to the extent of his indirect pecuniary interests therein.

5. Represents (a) 1,194,071 shares of Class A common stock held by VA VI and (b) 93,754 shares of Class A common stock held by VP VI. VM VI is the sole general partner of VA VI. VPM VI is the sole general partner of VP VI. Dr. Roberts is a member of VM VI and VPM VI and disclaims beneficial ownership over all shares held by VA VI and VP VI, except to the extent of his indirect pecuniary interests therein.

6. Represents (a) 458,143 shares of Class A common stock held by VHCP II and (b) 185,769 shares of Class A common stock held by VHCP II Co. VHCPM II is the sole general partner of VHCP II and the sole manager of VHCP II Co. Dr. Bong Koh and Nimish Shah are the voting members of VHCPM II. Dr. Roberts disclaims beneficial ownership over all shares held by VHCP II and VHCP II Co, except to the extent of his indirect pecuniary interests therein.

Remarks:

	/s/ Bryan E. Roberts	05/01/2020
	** 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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