| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
10x Genomics, Inc. [ TXG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/20/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/20/2020 | C | 1,013,569 | A | $0(1) | 2,301,394 | I | By Funds(3) | ||
| Class A Common Stock | 05/20/2020 | S | 1,013,569 | D | $78 | 1,287,825 | I | By Funds(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 05/20/2020 | C | 1,013,569 | (1) | (1) | Class A Common Stock(1) | 1,013,569 | $0 | 8,790,422 | I | By Funds(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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) 8,150,480 shares of Class B common stock held by Venrock Associates VI, L.P. ("VA VI") and (b) 639,942 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. VM VI and VPM VI disclaim beneficial ownership over all shares held by VA VI and VP VI, respectively, except to the extent of their indirect pecuniary interests therein. |
| 3. Represents (a) 2,133,852 shares of Class A common stock held by VA VI and (b) 167,542 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. VM VI and VPM VI disclaim beneficial ownership over all shares held by VA VI and VP VI, respectively, except to the extent of their indirect pecuniary interests therein. |
| 4. 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. VM VI and VPM VI disclaim beneficial ownership over all shares held by VA VI and VP VI, respectively, except to the extent of their indirect pecuniary interests therein. |
| Remarks: |
| /s/ David L. Stepp, authorized signatory | 05/22/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||