| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Personalis, Inc. [ PSNL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/24/2019 | C | 2,288,805 | A | (1) | 2,288,805 | I | See Footnote(2) | ||
| Common Stock | 06/24/2019 | C | 107,812 | A | (1) | 2,396,617 | I | See Footnote(2) | ||
| Common Stock | 06/24/2019 | C | 61,592 | A | (1) | 2,458,209 | I | See Footnote(2) | ||
| Common Stock | 06/24/2019 | C | 18,739 | A | (1) | 18,739 | I | See Footnote(3) | ||
| Common Stock | 06/24/2019 | C | 882 | A | (1) | 19,621 | I | See Footnote(3) | ||
| Common Stock | 06/24/2019 | C | 504 | A | (1) | 20,125 | I | See Footnote(3) | ||
| Common Stock | 06/24/2019 | C | 127,504 | A | (1) | 127,504 | I | See Footnote(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Convertible Preferred Stock | (1) | 06/24/2019 | C | 2,288,805 | (1) | (1) | Common Stock | 2,288,805 | $0.00 | 0 | I | See Footnote(2) | |||
| Series A Convertible Preferred Stock | (1) | 06/24/2019 | C | 18,739 | (1) | (1) | Common Stock | 18,739 | $0.00 | 0 | I | See Footnote(3) | |||
| Series B Convertible Preferred Stock | (1) | 06/24/2019 | C | 107,812 | (1) | (1) | Common Stock | 107,812 | $0.00 | 0 | I | See Footnote(2) | |||
| Series B Convertible Preferred Stock | (1) | 06/24/2019 | C | 882 | (1) | (1) | Common Stock | 882 | $0.00 | 0 | I | See Footnote(3) | |||
| Series C Convertible Preferred Stock | (1) | 06/24/2019 | C | 61,592 | (1) | (1) | Common Stock | 61,592 | $0.00 | 0 | I | See Footnote(2) | |||
| Series C Convertible Preferred Stock | (1) | 06/24/2019 | C | 504 | (1) | (1) | Common Stock | 504 | $0.00 | 0 | I | See Footnote(3) | |||
| Series C Convertible Preferred Stock | (1) | 06/24/2019 | C | 127,504 | (1) | (1) | Common Stock | 127,504 | $0.00 | 0 | I | See Footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering and have no expiration date. |
| 2. These shares are held directly by MDV IX, L.P. ("MDV IX"). Ninth MDV Partners, L.L.C. ("Ninth MDV") is the general partner of MDV IX. Jonathan Feiber and William Ericson are the managing members of Ninth MDV and either are deemed to have sole voting and dispositive power with respect to the shares held by MDV IX. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. |
| 3. These shares are held directly by MDV ENF IX, L.P. ("ENF IX"). Ninth MDV is the general partner of ENF IX. Jonathan Feiber and William Ericson are the managing members of Ninth MDV and either are deemed to have sole voting and dispositive power with respect to the shares held by ENF IX. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. |
| 4. These shares are held directly by MDV IX, L.P., as nominee for MDV IX, L.P. and MDV ENF IX, L.P. ("IX Funds"). Ninth MDV is the general partner of IX Funds. Jonathan Feiber and William Ericson are the managing members of Ninth MDV and either are deemed to have sole voting and dispositive power with respect to the shares held by IX Funds. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. |
| Remarks: |
| /s/ Ninth MDV Partners, L.L.C., By: Brett Teele, Authorized Signatory | 06/26/2019 | |
| /s/ MDV IX, L.P., By: Ninth MDV Partners, L.L.C., its General Partner, By: Brett Teele, Authorized Signatory | 06/26/2019 | |
| /s/ MDV ENF IX, L.P., By: Ninth MDV Partners, L.L.C., its General Partner, By: Brett Teele, Authorized Signatory | 06/26/2019 | |
| /s/ Jonathan Feiber | 06/26/2019 | |
| /s/ William Ericson | 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). | ||
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
