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*
Paladin Capital Management, LLC

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(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)
Director X 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)
Form filed by One Reporting Person
X 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-1 Convertible Preferred Stock (1) (1) Class B Common Stock(2) 790,487(3) (1) I See Footnote(8)(9)
Series A-2 Convertible Preferred Stock (1) (1) Class B Common Stock(2) 3,749,767(4) (1) I See Footnote(8)(9)
Series B Convertible Preferred Stock (1) (1) Class B Common Stock(2) 2,476,963(5) (1) I See Footnote(8)(9)
Series C Convertible Preferred Stock (1) (1) Class B Common Stock(2) 1,004,868(6) (1) I See Footnote(8)(9)
Series D Convertible Preferred Stock (1) (1) Class B Common Stock(2) 653,082(7) (1) I See Footnote(8)(9)
1. Name and Address of Reporting Person*
Paladin Capital Management, LLC

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paladin Holdings III, L.P.

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paladin Holdings III (Cayman Islands), L.P.

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paladin Cyber Holdings, L.P.

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paladin Capital Group III, LLC

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paladin Homeland Security Corp III, Ltd.

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Paladin Capital Cyber Group, LLC

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Steed Michael Robert

(Last) (First) (Middle)
2020 K STREET, NW
SUITE 620

(Street)
WASHINGTON DC 20006

(City) (State) (Zip)
Explanation of Responses:
1. The Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock (collectively, the "Convertible Preferred Stock") 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. There is no expiration date for the Convertible Preferred Stock.
2. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a 1:1 basis 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. Series A-1: Represents (a) 247,058 shares held by Paladin III, LP, (b) 208,515 shares held by Paladin III (NY City), LP, (c) 143,207 shares held by Paladin III (Cayman Islands), LP, (d) 71,129 shares held by Paladin III (HR), LP, (e) 71,129 shares held by Paladin III (CA), LP, and (f) 49,449 shares held by Paladin III Co-Investment, LLC.
4. Series A-2: Represents (a) 1,021,972 shares held by Paladin III, LP, (b) 862,538 shares held by Paladin III (NY City), LP, (c) 592,391 shares held by Paladin III (Cayman Islands), LP, (d) 294,233 shares held by Paladin III (HR), LP, (e) 294,233 shares held by Paladin III (CA), LP, and (f) 684,400 shares held by Paladin III Co-Investment, LLC.
5. Series B: Represents (a) 576,046 shares held by Paladin III, LP, (b) 486,180 shares held by Paladin III (NY City), LP, (c) 333,908 shares held by Paladin III (Cayman Islands), LP, (d) 165,848 shares held by Paladin III (HR), LP, (e) 165,848 shares held by Paladin III (CA), LP, and (f) 749,133 shares held by Paladin III Co-Investment, LLC.
6. Series C: Represents (a) 284,980 shares held by Paladin III, LP, (b) 240,521 shares held by Paladin III (NY City), LP, (c) 165,190 shares held by Paladin III (Cayman Islands), LP, (d) 82,047 shares held by Paladin III (HR), LP, (e) 82,047 shares held by Paladin III (CA), LP, and (f) 150,083 shares held by Paladin III Co-Investment, LLC.
7. Series D: Represents (a) 46,353 shares held by Paladin III, LP, (b) 39,121 shares held by Paladin III (NY City), LP, (c) 26,868 shares held by Paladin III (Cayman Islands), LP, (d) 13,345 shares held by Paladin III (HR), LP, (e) 13,345 shares held by Paladin III (CA), LP, (f) 14,277 shares held by Paladin III Co-Investment, LLC and (g) 499,773 shares held by Paladin International, LLC. Paladin III (Cayman Islands), LP is hereinafter referred to as the "Cayman Fund". Paladin III, LP, Paladin III (NY City), LP, Paladin III (HR), LP and Paladin III (CA), LP are hereinafter referred to as the "US Funds" and collectively with the Cayman Fund, Paladin III Co-Investment, LLC and Paladin International, LLC, the "Paladin Shareholders".
8. The reported securities are held directly by the Paladin Shareholders. Paladin Capital Management, LLC ("Paladin Adviser") is the discretionary investment adviser to the US Funds and the Cayman Fund. Paladin Holdings III, L.P. ("Paladin GP") is the general partner of the US Funds and the managing member of Paladin III Co-Investment, LLC. Paladin Holdings III (Cayman Islands), L.P. ("Paladin Cayman GP") is the general partner of the Cayman Fund. Paladin Cyber Holdings, L.P. ("Paladin Cyber") is the managing member of Paladin International, LLC. Paladin Capital Group III, LLC ("Capital III") is the general partner of Paladin GP, Paladin Homeland Security Corporation III, Ltd. ("Paladin III") is the general partner of Paladin Cayman GP, and Paladin Capital Cyber Group, LLC ("Cyber III") is the general partner of Paladin Cyber. Capital III, Paladin III and Cyber III are ultimately controlled by Michael Steed, who is also the Managing Partner of Paladin Advisors.
9. (Continued from Footnote 8) Each of Paladin Adviser, Paladin GP, Paladin Cayman GP, Paladin Cyber, Capital III, Paladin III, Cyber III, and Mr. Steed (collectively, the "Paladin Managers") may be deemed to have voting and dispositive power over the reported securities held of record by one or more of the Paladin Shareholders. Each of the Paladin Managers disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the reported securities.
Remarks:
/s/ Michael Steed, Authorized Person for each Reporting Person 09/17/2019
/s/ Michael Steed 09/17/2019
** 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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