- Initial Statement of Beneficial Ownership (3)
November 10 2010 - 9:41PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Prospect Venture Partners III L P
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/10/2010
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3. Issuer Name
and
Ticker or Trading Symbol
COMPLETE GENOMICS INC [GNOM]
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(Last)
(First)
(Middle)
C/O PROSPECT VENTURE PARTNERS, 435 TASSO STREET, SUITE 200
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4. 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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(Street)
PALO ALTO, CA 94301
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stcok, $0.001 par value
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405542
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I
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See Footnote (4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Preferred Stock
(1)
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(2)
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(3)
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Common Stock
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601248
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$0.00
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I
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See Footnote
(4)
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Series C Preferred Stock
(5)
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(2)
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(3)
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Common Stock
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160552
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$0.00
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I
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See Footnote
(4)
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Series D Preferred Stock
(6)
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(2)
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(3)
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Common Stock
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674426
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$0.00
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I
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See Footnote
(4)
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Series E Preferred Stock
(6)
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(2)
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(3)
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Common Stock
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807760
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$0.00
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I
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See Footnote
(4)
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Warrant to Purchase Common Stock
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(7)
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4/12/2015
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Common Stock
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133938
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$1.50
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I
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See Footnote
(4)
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Warrant to Purchase Common Stock
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(7)
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6/22/2015
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Common Stock
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51959
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$1.50
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I
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See Footnote
(4)
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Warrant to Purchase Series D Preferred Stock
(6)
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(7)
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2/13/2014
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Common Stock
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29343
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$7.56
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I
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See Footnote
(4)
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Warrant to Purchase Series D Preferred Stock
(6)
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(7)
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4/6/2014
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Common Stock
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31299
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$7.56
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I
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See Footnote
(4)
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Warrant to Purchase Series D Preferred Stock
(6)
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(7)
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6/12/2014
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Common Stock
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10240
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$7.56
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I
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See Footnote
(4)
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Warrant to Purchase Series D Preferred Stock
(6)
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(7)
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8/5/2014
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Common Stock
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990
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$7.56
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I
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See Footnote
(4)
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Explanation of Responses:
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(
1)
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Each share of Series B Preferred Stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 5.926613 conversion ratio applicable to such shares.
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(
2)
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The securities are immediately convertible.
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(
3)
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The expiration date is not relevant to the conversion of these securities.
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(
4)
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The shares are owned by Prospect Venture Partners III, L.P. ("PVP III"). Prospect Management Co. III, L.L.C. ("PMC III") serves as the general partner of PVP III and possesses sole voting and investment control over the shares owned by PVP III and may be deemed to have indirect beneficial ownership of the shares held by PVP III. PMC III however owns no securities of the Issuer directly. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
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(
5)
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Each share of Series C Preferred Stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 8.241076 conversion ratio applicable to such shares.
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(
6)
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Each share of Series D and Series E Preferred Stock will automatically convert on a 1-for-1 basis into common stock upon the closing of the Issuer's initial public offering.
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(
7)
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The warrant is immediately exercisable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Prospect Venture Partners III L P
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
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X
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Prospect Management Co. III, L.L.C.
435 TASSO STREET
SUITE 200
PALO ALTO, CA 94301
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X
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Signatures
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/s/ Managing Director, Prospect Management Co. III LLC, its General Partner, PROSPECT VENTURE PARTNERS III. L.P.
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11/10/2010
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**
Signature of Reporting Person
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Date
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/s/ Managing Director, PROSPECT MANAGEMENT CO. II, LLC
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11/10/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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