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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Foresite Capital Management I, LLC

(Last) (First) (Middle)
600 MONTGOMERY STREET
SUITE 4500

(Street)
SAN FRANCISCO CA 94111

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/12/2019 P(1) 187,500 A $39 187,500 I See Footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Convertible Preferred Stock (3) 09/16/2019 C 5,487,470 (3) (4) Class B Common Stock 5,487,470 (3) 0 I See Footnote(2)
Series B Convertible Preferred Stock (5) 09/16/2019 C 1,002,166 (5) (6) Class B Common Stock 1,002,166 (5) 0 I See Footnote(2)
Series C Convertible Preferred Stock (7) 09/16/2019 C 558,260 (7) (8) Class B Common Stock 558,260 (7) 0 I See Footnote(2)
Series B Convertible Preferred Stock (5) 09/16/2019 C 5,513,058 (5) (6) Class B Common Stock 5,513,058 (5) 0 I See Footnote(9)
Series C Convertible Preferred Stock (7) 09/16/2019 C 1,324,195 (7) (8) Class B Common Stock 1,324,195 (7) 0 I See Footnote(9)
Class B Common Stock (10) 09/16/2019 C 7,047,896 (10) (11) Class A Common Stock 7,047,896 (12) 7,047,896 I See Footnote(2)
Class B Common Stock (10) 09/16/2019 C 6,837,253 (10) (11) Class A Common Stock 6,837,253 (13) 6,837,253 I See Footnote(9)
1. Name and Address of Reporting Person*
Foresite Capital Management I, LLC

(Last) (First) (Middle)
600 MONTGOMERY STREET
SUITE 4500

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Foresite Capital Fund I, L.P.

(Last) (First) (Middle)
600 MONTGOMERY STREET
SUITE 4500

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Foresite Capital Management II, LLC

(Last) (First) (Middle)
600 MONTGOMERY STREET
SUITE 4500

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Foresite Capital Fund II, L.P.

(Last) (First) (Middle)
600 MONTGOMERY STREET
SUITE 4500

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tananbaum James B.

(Last) (First) (Middle)
600 MONTGOMERY STREET
SUITE 4500

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. FCF I purchased 187,500 shares of Issuer's Class A Common Stock in connection with the Issuer's initial public offering at the offering price of $39.00 per share.
2. The shares are owned directly by Foresite Capital Fund I, L.P. ("FCF I"). Foresite Capital Management I, LLC ("FCM I"), the general partner of FCF I, may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum, in his capacity as managing member of FCM I, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM I and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM I and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
3. Each share of Series A-2 Convertible Preferred Stock automatically converted, for no additional consideration, into one (1) share of Issuer's Class B Common Stock upon the closing of the Issuer's initial public offering.
4. The Series A-2 Convertible Preferred Stock has no expiration date.
5. Each share of Series B Convertible Preferred Stock automatically converted, for no additional consideration, into one (1) share of Issuer's Class B Common Stock upon the closing of the Issuer's initial public offering.
6. The Series B Convertible Preferred Stock has no expiration date.
7. Each share of Series C Convertible Preferred Stock automatically converted, for no additional consideration, into one (1) share of Issuer's Class B Common Stock upon the closing of the Issuer's initial public offering.
8. The Series C Convertible Preferred Stock has no expiration date.
9. The shares are owned directly by Foresite Capital Fund II, L.P. ("FCF II"). Foresite Capital Management II, LLC ("FCM II"), the general partner of FCF II, may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum, in his capacity as managing member of FCM II, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM II and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM II and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
10. Each share of Class B Common Stock is convertible, for no additional consideration, into one (1) share of Class A Common Stock at any time at the holder's election.
11. The Class B Common Stock has no expiration date.
12. Each share of Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converted, for no additional consideration, into one (1) share of Issuer's Class B Common Stock upon the closing of the Issuer's initial public offering.
13. Each share of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converted, for no additional consideration, into one (1) share of Issuer's Class B Common Stock upon the closing of the Issuer's initial public offering.
Remarks:
FORESITE CAPITAL MANAGEMENT I, LLC, By: /s/ James B. Tananbaum, Managing Member 09/16/2019
FORESITE CAPITAL FUND I, L.P., By: Foresite Capital Management I, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member 09/16/2019
FORESITE CAPITAL MANAGEMENT II, LLC, By: /s/ James B. Tananbaum, Managing Member 09/16/2019
FORESITE CAPITAL FUND II, L.P., By: Foresite Capital Management II, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member 09/16/2019
/s/ James B. Tananbaum 09/16/2019
** 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.