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*
STUELPNAGEL JOHN R

(Last) (First) (Middle)
C/O 10X GENOMICS, INC.
6230 STONERIDGE MALL ROAD

(Street)
PLEASANTON CA 94588

(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)
Class B Common Stock(1) 585,991(2) D
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-1 Preferred Stock(3)(4) (3)(4) (3)(4) Class A Common Stock(3)(4) 121,686 (3)(4) I See Footnote(5)
Series A-2 Preferred Stock(3)(4) (3)(4) (3)(4) Class A Common Stock(3)(4) 457,289 (3)(4) I See Footnote(5)
Series B Preferred Stock(3)(4) (3)(4) (3)(4) Class A Common Stock(3)(4) 1,253,823 (3)(4) I See Footnote(5)
Series C Preferred Stock(3)(4) (3)(4) (3)(4) Class A Common Stock(3)(4) 223,304 (3)(4) I See Footnote(5)
Series D Preferred Stock(3)(4) (3)(4) (3)(4) Class A Common Stock(3)(4) 49,634 (3)(4) I See Footnote(5)
Explanation of Responses:
1. Each share of Class B Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
2. Includes 146,875 shares that are subject to a right of repurchase by the Issuer that lapses over time in accordance with the terms of the stock option awards that were early exercised by the Reporting Person.
3. Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible into shares of Class A Common Stock at any time at the option of the Reporting Person and automatically upon the occurrence of certain other events set forth in the Issuer's Seventh Amended and Restated Certificate of Incorporation on a one-for-one basis and has no expiration date. Each share of Class A Common Stock is convertible at any time at the option of the Reporting Person into one share of Class B Common Stock and has no expiration date. Additionally, each share of Class A Common Stock will convert automatically into one share of Class B Common Stock upon transfer, whether or not for value (subject to certain exceptions) and upon the occurrence of certain other events set forth in the Issuer's Seventh Amended and Restated Certificate of Incorporation.
4. (Continued from Footnote 3) Each share of Class A Common Stock shall be reclassified into one share of Class B Common Stock and each share of Class B Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. As a result of this reclassification, each share of 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 one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
5. These shares are held by the John R. Stuelpnagel Trust, of which the Reporting Person is the sole trustee.
Remarks:
Exhibit 24 - Power of Attorney
/s/Eric S. Whitaker, as Attorney-in-Fact 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).
Note: 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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                               POWER OF ATTORNEY

Know all by these presents that the undersigned, does hereby make, constitute
and appoint each of Serge Saxonov, Justin J. McAnear and Eric S. Whitaker, or
any one of them, as a true and lawful attorney-in-fact of the undersigned with
full powers of substitution and revocation, for and in the name, place and stead
of the undersigned (in the undersigned's individual capacity), to execute and
deliver such forms that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's ownership of
or transactions in securities of 10x Genomics, Inc. (i) pursuant to Section
16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, statements on Form 3, Form 4 and Form 5 (including any amendments
thereto) and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID. The Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file Forms
3, 4 and 5 with regard to his or her ownership of or transactions in securities
of 10x Genomics, Inc., unless earlier revoked in writing. The undersigned
acknowledges that Serge Saxonov, Justin J. McAnear and Eric S. Whitaker are not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.


                                        By: /s/ John R. Stuelpnagel
                                            ----------------------------
                                        Name: John R. Stuelpnagel


                                        Date: September 9, 2019