SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
ROBERTS BRYAN E

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/11/2019
3. Issuer Name and Ticker or Trading Symbol
10x Genomics, Inc. [ TXG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Preferred Stock(1)(2) (1) (1) Class B Common Stock(1)(2)(3) 7,819,645 (1) I By Funds(4)
Series B Preferred Stock(1)(2) (1) (1) Class B Common Stock(1)(2)(3) 3,272,171 (1) I By Funds(5)
Series C Preferred Stock(1)(2) (1) (1) Class B Common Stock(1)(2)(3) 1,786,431 (1) I By Funds(6)
Explanation of Responses:
1. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall automatically convert into Class B Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
2. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Additionally, all outstanding shares of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions) and upon the occurrence of certain other events set forth in the Issuer's Amended and Restated Certificate of Incorporation.
3. This Form 3 reflects the reclassification of each share of (i) Historical Class B Common Stock into one share of Class A Common Stock and (ii) Historical Class A Common Stock into one share of Class B Common Stock, in each case, to be effected immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
4. Represents (a) 7,250,375 shares of Class B common stock held by Venrock Associates VI, L.P. ("VA VI") and (b) 569,270 shares of Class B 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. Dr. Roberts 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. Represents (a) 3,033,957 shares of Class B common stock held by VA VI and (b) 238,214 shares of Class B common stock held by VP VI. VM VI is the sole general partner of VA VI. VPM VI is the sole general partner of VP VI. Dr. Roberts 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.
6. Represents (a) 1,271,045 shares of Class B common stock held by Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and (b) 515,386 shares of Class B common stock held by VHCP Co-Investment Holdings II, LLC ("VHCP II Co"). VHCP Management II, LLC ("VHCPM II") is the sole general partner of VHCP II and the sole manager of VHCP II Co. Dr. Bong Koh and Nimish Shah are the sole managers of VHCPM II. Dr. Roberts disclaims beneficial ownership over all shares held by VHCP II and VHCP II Co, except to the extent of his indirect pecuniary interests therein.
Remarks:
/s/ Bryan E. Roberts 09/11/2019
** 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 5 (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).
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