Personalis (PSNL) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Abingworth LLP

(Last) (First) (Middle)

38 JERMYN STREET

(Street)

LONDON X0 SW1Y 6DN

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Personalis, Inc. [ PSNL ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	06/24/2019		C		2,317,073	A	$0	2,505,716	I	See Footnote(1)
Common Stock, $0.0001 par value per share	06/24/2019		C		2,065,217	A	$0	4,570,933	I	See Footnote(1)
Common Stock, $0.0001 par value per share	06/24/2019		C		878,361	A	$0	5,449,294	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	$0	06/24/2019		C			2,317,073	(2)	(2)	Common Stock, $0.0001 par value per share	2,317,073	$0	0	I	See Footnote(2)
Series B Preferred Stock	$0	06/24/2019		C			2,065,217	(2)	(2)	Common Stock, $0.0001 par value per share	2,065,217	$0	0	I	See Footnote(2)
Series C Preferred Stock	$0	06/24/2019		C			878,361	(2)	(2)	Common Stock, $0.0001 par value per share	878,361	$0	0	I	See Footnote(2)

Explanation of Responses:

1. The shares are held by Abingworth Bioventures V LP ("Abingworth V"). Abingworth Bioventures V GP LP ("Abingworth GP") serves as the general partner of Abingworth V. Abingworth General Partner V LLP, serves as the general partner of Abingworth GP. Abingworth V (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner V LLP) has delegated to Abingworth LLP ("ALLP"), all investment and dispositive power over the securities held by Abingworth V. ALLP holds the reported securities indirectly through Abingworth V. ALLP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, Abingworth V or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. Each share of Series A, Series B and Series C Preferred Stock is immediately convertible, at the option of the shareholder, into one share of Common Stock, $0.0001 par value per share ("Common Stock") and shall automatically convert into Common Stock upon the occurrence of certain events. Please see the Personalis, Inc. Registration Statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-231703) for a description of the conversion rights.

	/s/ John Heard	06/26/2019
	** 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 4 (b)(v).
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