Statement of Ownership (sc 13g)
February 14 2020 - 12:43PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. __) *
10X Genomics,
Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
88025U109
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1
of 12 Pages
Exhibit Index Contained on Page 12
CUSIP NO. 88025U109
|
13 G
|
Page 2 of 12
|
1
|
NAME
OF REPORTING PERSON
|
Meritech
Capital Partners V L.P. (“MCP V”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,984,864 Class B Common Stock (“shares”),1
except that Meritech Capital Associates V L.L.C. (“MCA V”), the general partner of MCP V, may be deemed to have sole
voting power with respect to such shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
2,984,864 shares,1 except that MCA V, the general partner of MCP V, may be deemed to have sole dispositive power
with respect to such shares.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,984,8641
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
12.5%
|
12
|
TYPE
OF REPORTING PERSON*
|
PN
|
1
Each share of Class B Common Stock is convertible at any time at the election of the holder into one share of Class
A Common Stock.
CUSIP NO. 88025U109
|
13 G
|
Page 3 of 12
|
1
|
NAME
OF REPORTING PERSON
|
Meritech
Capital Affiliates V L.P. (“MC AFF V”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
103,604 shares,2 except that MCA V, the general
partner of MCP V, may be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
103,604 shares,2 except that MCA V, the general partner of MCP V, may be deemed to have sole dispositive power
with respect to such shares.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
103,6042
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
0.5%
|
12
|
TYPE
OF REPORTING PERSON*
|
PN
|
2 Each share of Class B Common Stock is convertible
at any time at the election of the holder into one share of Class A Common Stock.
CUSIP NO. 88025U109
|
13 G
|
Page 4 of 12
|
1
|
NAME
OF REPORTING PERSON
|
Meritech
Capital Partners V Sidecar L.P. (“MC Sidecar V”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
572,486 shares,3 except that MCA V, the general
partner of MCP V, may be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
572,486 shares,3 except that MCA V, the general partner of MCP V, may be deemed to have sole dispositive power
with respect to such shares.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
572,4863
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
2.7%
|
12
|
TYPE
OF REPORTING PERSON*
|
PN
|
3 Each share of Class B Common Stock is convertible
at any time at the election of the holder into one share of Class A Common Stock.
CUSIP NO. 88025U109
|
13 G
|
Page 5 of 12
|
1
|
NAME
OF REPORTING PERSON
|
Meritech
Capital Associates V L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,660,954 shares,4 of which 2,984,864 shares are
held by MCP V, 103,604 shares are held by MC AFF V, and 572,486 shares are held by MC Sidecar V for whom MCA V serves as general
partner.
|
6
|
SHARED
VOTING POWER
See response to row 5.
|
7
|
SOLE
DISPOSITIVE POWER
3,660,954 shares,4 of which 2,984,864 shares are held by MCP V and 103,604 shares are held by MC AFF V, and 572,486
shares are held by MC Sidecar V for whom MCA V serves as general partner.
|
8
|
SHARED
DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,660,9544
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
11
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9
|
14.9%
|
12
|
TYPE
OF REPORTING PERSON*
|
OO
|
4 Each share of Class B Common
Stock is convertible at any time at the election of the holder into one share of Class A Common Stock.
CUSIP NO. 88025U109
|
13 G
|
Page 6 of 12
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
10X Genomics, Inc.
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES
6230 Stoneridge
Mall Road
|
Pleasanton, CA 94588
|
ITEM 2(A).
|
NAME OF PERSONS
FILING
This Statement
is filed by Meritech Capital Partners V L.P., a Delaware limited partnership (“MCP
V”), Meritech Capital Affiliates V L.P., a Delaware limited partnership (“MC
AFF V”), Meritech Capital Associates V L.L.C., a Delaware limited liability company
(“MCA V”) and Meritech Capital Partners V Sidecar L.P., a Delaware limited partnership (“MCV Sidecar
V”). The foregoing entities and individuals are collectively referred to as the
“Reporting Persons.”
|
MCA V is the general partner of each
of MCP V, MC AFF V and MCV Sidecar V, and may be deemed to have indirect beneficial ownership of shares of the issuer directly
owned by MCP V, MC AFF V and MC Sidecar V.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
Meritech Capital Partners
245 Lytton Ave, Suite 125
Palo Alto, CA 94301
|
ITEM 2(C).
|
CITIZENSHIP
MCP V, MC AFF V
and MCV Sidecar V are Delaware limited partnerships. MCA V is a Delaware limited liability
company.
|
|
ITEM 2(D) AND (E).
|
TITLE
OF CLASS OF SECURITIES AND CUSIP NUMBER
|
Class A
Common Stock, $0.0001 par value
CUSIP #88025U109
|
ITEM 4.
|
OWNERSHIP
Provide the following
information regarding the aggregate number and percentage of the class of securities
of the issuer identified in Item 1.
|
CUSIP NO. 88025U109
|
13 G
|
Page 7 of 12
|
|
(a)
|
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
|
|
(b)
|
Percent of Class:
See Row 11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Under certain circumstances set forth in the limited partnership agreements of MCP V,
MC AFF V, MCV Sidecar V, and the limited liability company agreement of MCA V, the general
and limited partners or members, as the case may be, of each of such entities may be
deemed to have the right to receive dividends from, or the proceeds from, the sale of
shares of the issuer owned by each such entity of which they are a partner or member,
as the case may be.
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
Not applicable.
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
Not applicable.
|
CUSIP NO. 88025U109
|
13 G
|
Page 8 of 12
|
|
ITEM 10.
|
CERTIFICATION
Not applicable.
|
CUSIP NO. 88025U109
|
13 G
|
Page 9 of 12
|
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: February 14, 2020
Entities:
|
|
|
|
|
Meritech Capital Partners
V L.P.
|
|
|
|
Meritech Capital Affiliates
V L.P.
|
|
|
|
Meritech Capital Associates
V L.L.C.
|
|
|
|
Meritech Capital Partners
V Sidecar L.P.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joel Backman
|
|
|
|
|
Joel Backman, Attorney-in-fact
|
|
|
|
|
for above-listed entities
|
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP NO. 88025U109
|
13 G
|
Page 10 of 12
|
EXHIBIT INDEX
|
Found on
Sequentially
|
Exhibit
|
Numbered Page
|
|
|
Exhibit A: Agreement of Joint Filing
|
11
|
|
|
Exhibit B: Reference to Joel Backman as Attorney-in-Fact
|
12
|
CUSIP NO. 88025U109
|
13 G
|
Page 11 of 12
|
exhibit A
Agreement of Joint Filing
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of Alteryx, Inc. shall be filed
on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 14, 2020
Entities:
|
|
|
|
|
Meritech Capital Partners
V L.P.
|
|
|
|
Meritech Capital Affiliates
V L.P.
|
|
|
|
Meritech Capital Associates
V L.L.C.
|
|
|
|
Meritech Capital Partners
V Sidecar L.P.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joel Backman
|
|
|
|
|
Joel Backman, Attorney-in-fact for above-listed entities
|
CUSIP NO. 88025U109
|
13 G
|
Page 12 of 12
|
exhibit B
Reference to Joel Backman as Attorney-in-Fact
Joel Backman has signed the enclosed documents
as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.
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