Domain Partners VIII Form 3 BioNano Genomics / JAMES C BLAIR 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^*

Domain Partners VIII, L.P.

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2018

3. Issuer Name and Ticker or Trading Symbol
BioNano Genomics, Inc [ BNGO ]

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 B Preferred Stock	(1)	(1)	Common Stock	159,115	(1)	D(2)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	69,784	(1)	D(2)
Series C Preferred Stock	(1)	(1)	Common Stock	126,794	(1)	D(2)
Series D Preferred Stock	(1)	(1)	Common Stock	149,441	(1)	D(2)
Series D-1 Preferred Stock	(1)	(1)	Common Stock	86,050	(1)	D(2)
Convertible Promissory Note	(3)	(3)	Common Stock	$1,488,952(3)	(3)	D(2)
Warrants to Purchase Series B-1 Preferred Stock	06/20/2012(4)	06/20/2022(4)	Common Stock	10,257(4)	59.9	D(2)
Warrants to Purchase Series B-1 Preferred Stock	09/17/2013(4)	09/17/2023(4)	Common Stock	20,706(4)	59.9	D(2)
Warrants to Purchase Series B-1 Preferred Stock	06/12/2014(4)	06/12/2024(4)	Common Stock	6,738(4)	59.9	D(2)
Warrants to Purchase Series D-1 Preferred Stock	03/04/2016(4)	03/04/2026(4)	Common Stock	171,919(4)	17.55	D(2)

1. Name and Address of Reporting Person^*

Domain Partners VIII, L.P.

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BLAIR JAMES C

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DOVEY BRIAN H

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TREU JESSE I

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VITULLO NICOLE

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Halak Brian K

(Last) (First) (Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

Explanation of Responses:

1. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock has no expiration date.

2. The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.

3. The principal amount of the Convertible Promissory Note held by the designated Reporting Person is $1,488,952. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") will automatically convert into the number of shares of Common Stock that is equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share.

4. Upon closing of the IPO, all Warrants that have not previously been exercised will automatically exercise pursuant to their net exercise provisions. To the extent that the exercise price is out of the money, such that no shares would be issuable upon net exercise, such Warrants will terminate as of the closing date. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock immediately upon closing of the IPO and, as a result, holders of Warrants that are automatically exercised in connection with the IPO will receive shares of Common Stock.

Remarks:

	/s/ Lisa A. Kraeutler, as Attorney-in-Fact for Domain Partners VIII, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak	08/21/2018
	** Signature of Reporting Person	Date
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