Statement of Changes in Beneficial Ownership (4)
June 16 2023 - 5:46PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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ROBERTS BRYAN E |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O 10X GENOMICS, INC., 6230 STONERIDGE MALL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2023 |
(Street)
PLEASANTON, CA 94588 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 6/14/2023 | | A | | 1865 (1) | A | $0 | 88503 | D (2)(3) | |
Class A Common Stock | | | | | | | | 3790422 | I | By Funds (4) |
Class A Common Stock | | | | | | | | 411205 | I | By Trusts (5) |
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 |
Stock Option (right to buy) | $57.62 | 6/14/2023 | | A | | 4661 | | (6) | 6/14/2033 | Class A Common Stock | 4661 | $0 | 4661 | D (3) | |
Explanation of Responses: |
(1) | Constitute restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting. 1/4th of the RSUs shall vest on each quarterly anniversary measured from May 21, 2023, subject to the Reporting Person continuing as a service provider through each such date. |
(2) | Represents (a) 83,893 shares of Class A common stock held directly by the Reporting Person and (b) 4,610 shares of Class A common stock held on behalf of VR Management, LLC (the "Management Company"). |
(3) | The Reporting Person is a member of the Management Company. Under an agreement between the Reporting Person and the Management Company, the Reporting Person is deemed to hold the reported shares for the sole benefit of the Management Company and must exercise the reported shares solely upon the direction of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the reported shares, and the Reporting Person may be deemed the indirect beneficial owner of the reported shares through his interest in the Management Company. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein. |
(4) | Represents (a) 3,514,480 shares of Class A common stock held by Venrock Associates VI, L.P. ("VA VI") and (b) 275,942 shares of Class A 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. The Reporting Person is a member of VM VI and VPM VI and disclaims beneficial ownership over all shares held by VA VI and VP VI, except to the extent of his indirect pecuniary interests therein. |
(5) | These shares are held by trusts for the benefit of the Reporting Person and his family members. |
(6) | 1/12th of the total number of shares subject to the option vest on each monthly anniversary measured from June 14, 2023, subject to the Reporting Person continuing as a service provider through each such date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ROBERTS BRYAN E C/O 10X GENOMICS, INC. 6230 STONERIDGE MALL ROAD PLEASANTON, CA 94588 | X |
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Signatures
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/s/ Bryan E. Roberts | | 6/16/2023 |
**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 control number. |
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