X0306 4 2013-08-27 0 0001368993 WaferGen Bio-systems, Inc. WGBS 0001539817 Davidson Scott Richard C/O GREAT POINT PARTNERS, LLC 165 MASON STREET, 3RD FLOOR GREENWICH CT 06870 1 0 0 0 0001281446 GREAT POINT PARTNERS LLC C/O GREAT POINT PARTNERS, LLC 165 MASON STREET, 3RD FLOOR GREENWICH CT 06870 0 0 0 1 See Footnote 2 Series A-1 Convertible Preferred Stock 2013-08-27 4 D 0 1274038.90 D Common Stock 128186 0 I See Footnote Common Stock Warrant (right to buy) 61.62 2013-08-27 4 D 0 245127 D Common Stock 245127 0 I See Footnote (3) Convertible Promissory Note due 11/27/2014 56.65 2013-08-27 4 D 0 7409979 D Common Stock 130797 0 I See Footnote Series 1 Convertible Preferred Stock 2013-08-27 4 A 0 1479.5506 A Common Stock 3721577 1479.5506 I See Footnote Common Stock Warrant (right to buy) 2.60 2013-08-27 4 A 0 1027471 A 2013-08-27 2018-08-27 Common Stock 1027471 1027471 I See Footnote Series 1 Convertible Preferred Stock 2013-08-27 4 A 0 308.1091 A Common Stock 775000 308.1091 I See Footnote Common Stock Warrant (right to buy) 2.60 2013-08-27 4 A 0 387500 A 2013-08-27 2018-08-27 Common Stock 387500 387500 I See Footnote The securities were convertible into common stock at any time following their issuance on May 27, 2011, on a 9.939-for-1 basis, and had no expiration date. The reporting persons disposed of 1,274,038.90 shares of Series A-1 convertible preferred stock, 245,127 common stock warrants and a convertible promissory note with a principal amount of $7,409,979, including accrued interest, in exchange for 1,479.5506 shares of Series 1 convertible preferred stock and 1,027,471 common stock warrants in an issuer exchange transaction. The amounts shown represent the beneficial ownership of the issuer's securities by funds and certain managed accounts managed by Great Point Partners LLC (the "GPP Investors"), which may be deemed attributable to Mr. Davidson because Mr. Davidson is a managing director of Great Point Partners LLC. Mr. Davidson serves as a director of the issuer as a representative of Great Point Partners LLC acting on behalf of the GPP Investors, and accordingly Great Point Partners LLC and the GPP Investors may be deemed to be a director by deputization. Great Point Partners, LLC and Mr. Davidson each disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. The amounts shown consist of securities collectively owned by each of Biomedical Value Fund, LP, Biomedical Offshore Value Fund, Ltd., Biomedical Institutional Value Fund, LP, Lyrical Multi-Manager Fund, LP, Lyrical Multi-Manager Offshore Fund, Ltd., Class D Series of GEF-PS, LP, David J. Morrison, WS Inv The securities were convertible into common stock at any time following their issuance on May 27, 2011, until their expiry five years thereafter. The principal amount of the security includes interest earned from their issuance on May 27, 2011, up until August 27, 2013, and was convertible into Series A-2 convertible preferred stock, in whole or in part, at any time following their issuance, from time to time, with no expiration date. Each share of Series A-2 convertible preferred stock was convertible into common stock at any time on a 9.939-for-1 basis, with no expiration date. The securities are convertible into common stock at any time following their issuance on August 27, 2013, on a 2,515.34-for-1 basis, and have no expiration date. The reported securities are included within 31 Units purchased by the reporting person from the issuer in a private placement for $50,000 per Unit. Each Unit consists of 9.939 shares of Series 1 convertible preferred stock and twelve thousand five hundred (12,500) warrants to purchase one share of common stock. On August 27, 2013, the common stock of WaferGen Bio-systems, Inc. was subject to a 1-for-99.39 reverse split. All dispositions, acquisitions and conversion ratios are recorded on a post-split basis. See Footnote 3 /s/ Jeffrey Jay, senior managing member, Great Point Partners, LLC 2013-08-29 /s/ Ian Lamdin, attorney in fact for Scott Davidson 2013-08-29