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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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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) | |||||||
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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 | 8,406,337 | (1) | I | See footnotes(2)(3) |
Series C Preferred Stock | (1) | (1) | Common Stock | 2,812,029 | (1) | I | See footnotes(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 1,708,356 | (1) | I | See footnotes(3)(5) |
Series E Preferred Stock | (1) | (1) | Common Stock | 735,635 | (1) | I | See footnotes(3)(6) |
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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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. 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. Consists of 6,076,421 shares of Series B Preferred Stock directly held by WRV-BLI LLC and 2,329,916 shares of Series B Preferred Stock directly held by Walden Riverwood Ventures, L.P. ("WRV"). |
3. Mr. Lip-Bu Tan is the sole director of WIIG Communications Management LLC ("WIIG"), which is the manager of WRV-BLI LLC, WRV-BLI II, LLC, WRV-BLI III LLC, and WRV-BLI IV LLC. Michael Marks and Mr. Tan are members of the investment committee of Walden Riverwood GP, LLC ("WRGP"), which is the general partner of WRV. WRV GP II, LLC ("WRV GP") is the general partner of WRV II, L.P. Messers. Tan and Marks, WRV GP, WRGP, and WIIG disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein. |
4. Consists of 1,958,787 shares of Series C Preferred Stock directly held by WRV-BLI II LLC and 853,242 shares of Series C Preferred Stock directly held by WRV. |
5. Consists of 742,942 shares of Series D Preferred Stock directly held by WRV II, L.P. and 965,414 shares of Series D Preferred Stock directly held by WRV-BLI III LLC. |
6. Consists of 543,980 shares of Series E Preferred Stock directly held by WRV-BLI IV LLC and 191,655 shares of Series E Preferred Stock directly held by WRV II, L.P. |
Remarks: |
Lip-Bu Tan, /s/ Lip-Bu Tan | 07/16/2020 | |
WIIG Communications Management LLC, By: /s/ Lip-Bu Tan, Director | 07/16/2020 | |
WRV-BLI LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director | 07/16/2020 | |
WRV-BLI II LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director | 07/16/2020 | |
WRV-BLI III LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director | 07/16/2020 | |
WRV-BLI IV LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director | 07/16/2020 | |
Walden Riverwood GP, LLC, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Director | 07/16/2020 | |
Walden Riverwood Ventures, L.P., By: Walden Riverwood GP, LLC, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Director | 07/16/2020 | |
WRV GP II, LLC, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Managing Director | 07/16/2020 | |
WRV II, L.P., By: WRV GP II, LLC, its general partner, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Managing Director | 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. | ||
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. |