Michael J Moritz Form 3 Berkeley Lights / MICHAEL J MORITZ ownership change

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^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

5858 HORTON STREET, SUITE 320

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2020

3. Issuer Name and Ticker or Trading Symbol
Berkeley Lights, Inc. [ BLI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,550,239	⁽¹⁾	I	Sequoia Capital U.S. Growth Fund VI, L.P⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	227,918	⁽¹⁾	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,690,852	⁽¹⁾	I	Sequoia Capital U.S. Venture Fund XV, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	25,597	⁽¹⁾	I	Sequoia Capital U.S. Venture Partners Fund XV, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	71,263	⁽¹⁾	I	Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	260,068	⁽¹⁾	I	Sequoia Capital U.S. Venture XV Principals Fund, L.P.⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	514,443	⁽¹⁾	I	Sequoia Capital U.S. Growth Fund VI, L.P⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,616	⁽¹⁾	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	184,034	⁽¹⁾	I	Sequoia Capital U.S. Venture Fund XV, L.P.⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,786	⁽¹⁾	I	Sequoia Capital U.S. Venture Partners Fund XV, L.P.⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,756	⁽¹⁾	I	Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	28,306	⁽¹⁾	I	Sequoia Capital U.S. Venture XV Principals Fund, L.P.⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	331,774	⁽¹⁾	I	Sequoia Capital U.S. Growth Fund VI, L.P⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,622	⁽¹⁾	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	118,687	⁽¹⁾	I	Sequoia Capital U.S. Venture Fund XV, L.P.⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,796	⁽¹⁾	I	Sequoia Capital U.S. Venture Partners Fund XV, L.P.⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,002	⁽¹⁾	I	Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,255	⁽¹⁾	I	Sequoia Capital U.S. Venture XV Principals Fund, L.P.⁽²⁾⁽³⁾

Explanation of Responses:

1. Each share of Preferred Stock automatically converts on a one-for-one basis into Common stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

2. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. who participates in decisions to exercise voting and investment discretion with respect to the securities of the issuer held by the SC XV Funds and the SC US GF VI Funds (each as defined below). SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., and Sequoia Capital U.S. Venture XV Principals Fund, L.P. (collectively, the "SC XV Funds") and the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the "SC US GF VI Funds").

3. (Continued from footnote 2) As a result, the Reporting Person may be deemed to beneficially own the shares held directly by the SC XV Funds and the SC US FG VI Funds. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Stuart L. Merkadeau, Attorney-in-fact for Michael Moritz	07/16/2020
	** 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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Michael J Moritz Form 3Berkeley Lights / MICHAEL J MORITZ ownership change