Statement of Changes in Beneficial Ownership (4)
March 26 2020 - 5:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Foresite Capital Management I, LLC |
2. Issuer Name and Ticker or Trading Symbol
10x Genomics, Inc.
[
TXG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
600 MONTGOMERY STREET, SUITE 4500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/24/2020 |
(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 3/24/2020 | | C | | 2170619 | A | (1) | 2358119 | I | See Footnote (2) |
Class A Common Stock | | | | | | | | 433725 | I | See Footnote (3) |
Class A Common Stock | | | | | | | | 125276 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 3/24/2020 | | C | | | 2170619 | (1) | (5) | Class A Common Stock | 2170619 | (1) | 3430198 | I | See Footnote (2) |
Class B Common Stock | (1) | | | | | | | (1) | (5) | Class A Common Stock | 6153528 | | 6153528 | I | See Footnote (3) |
Explanation of Responses: |
(1) | 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. |
(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) | 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. |
(4) | The shares are owned by James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust ("Trust") of which Mr. Tananbaum is the trustee. Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein. |
(5) | The Class B Common Stock has no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Foresite Capital Management I, LLC 600 MONTGOMERY STREET, SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Foresite Capital Fund I, L.P. 600 MONTGOMERY STREET, SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Foresite Capital Management II, LLC 600 MONTGOMERY STREET, SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Foresite Capital Fund II, L.P. 600 MONTGOMERY STREET, SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Tananbaum James B. 600 MONTGOMERY STREET, SUITE 4500 SAN FRANCISCO, CA 94111 |
| X |
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Signatures
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FORESITE CAPITAL MANAGEMENT I, LLC, By: /s/ James B. Tananbaum, Managing Member | | 3/26/2020 |
**Signature of Reporting Person | Date |
FORESITE CAPITAL FUND I, L.P., By: Foresite Capital Management I, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | | 3/26/2020 |
**Signature of Reporting Person | Date |
FORESITE CAPITAL MANAGEMENT II, LLC, By: /s/ James B. Tananbaum, Managing Member | | 3/26/2020 |
**Signature of Reporting Person | Date |
FORESITE CAPITAL FUND II, L.P., By: Foresite Capital Management II, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | | 3/26/2020 |
**Signature of Reporting Person | Date |
By: /s/ James B. Tananbaum | | 3/26/2020 |
**Signature of Reporting Person | Date |
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