Foresite Capital Fund II Form 4 10x Genomics / James B. Tananbaum ownership change

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^*

Foresite Capital Management I, LLC

(Last) (First) (Middle)

600 MONTGOMERY STREET, SUITE 4500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
10x Genomics, Inc. [ TXG ]

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)
03/04/2020

4. 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 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
Class A Common Stock	03/04/2020		C		1,447,079	A	(1)	1,634,579	I	See Footnotes(2)
Class A Common Stock	03/04/2020		C		683,725	A	(1)	683,725	I	See Footnotes(3)
Class A Common Stock	03/17/2020		S		500,000	D	$59	1,134,579	I	See Footnotes(2)
Class A Common Stock	03/17/2020		S		250,000	D	$59	433,725	I	See Footnotes(3)
Class A Common Stock	03/18/2020		J(4)		947,079	D	(4)	187,500	I	See Footnotes(2)
Class A Common Stock	03/18/2020		J(5)		241,619	A	(5)	241,619	I	See footnote(6)
Class A Common Stock	03/18/2020		J(7)		241,619	D	(7)	0	I	See footnote(6)
Class A Common Stock	03/18/2020		J(8)		125,276	A	(8)	125,276	I	See footnote(9)

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
Class B Common Stock	(1)	03/04/2020		C			1,447,079	(1)	(10)	Class A Common Stock	1,447,079	(1)	5,600,817	I	See Footnotes(2)
Class B Common Stock	(1)	03/04/2020		C			683,725	(1)	(10)	Class A Common Stock	683,725	(1)	6,153,528	I	See Footnotes(3)

1. Name and Address of Reporting Person^*

Foresite Capital Management I, LLC

(Last) (First) (Middle)

600 MONTGOMERY STREET, SUITE 4500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Fund I, L.P.

(Last) (First) (Middle)

600 MONTGOMERY STREET, SUITE 4500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Management II, LLC

(Last) (First) (Middle)

600 MONTGOMERY STREET, SUITE 4500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Fund II, L.P.

(Last) (First) (Middle)

600 MONTGOMERY STREET, SUITE 4500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tananbaum James B.

(Last) (First) (Middle)

600 MONTGOMERY STREET, SUITE 4500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible, for no additional consideration, into one (1) share of Class A Common Stock at any time at the holder's election.

2. The shares are owned directly by Foresite Capital Fund I, L.P. ("FCF I"). Foresite Capital Management I, LLC ("FCM I"), the general partner of FCF I, may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum, in his capacity as managing member of FCM I, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM I and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM I and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

3. The shares are owned directly by Foresite Capital Fund II, L.P. ("FCF II"). Foresite Capital Management II, LLC ("FCM II"), the general partner of FCF II, may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum, in his capacity as managing member of FCM II, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM II and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM II and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

4. The shares were distributed on a pro rata basis by FCF I, for no consideration.

5. The shares were obtained pursuant to a pro rata distribution from FCF I, for no consideration.

6. The shares are owned by FCM I the general partner of FCF I and may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum, in his capacity as managing member of FCM I, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM I and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM I and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

7. The shares were distributed on a pro rata basis by FCM I, for no consideration.

8. The shares were obtained pursuant to a pro rata distribution from FCM I, for no consideration.

9. The shares are owned by James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust ("Trust") of which Mr. Tananbaum is the trustee. Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein.

10. The Class B Common Stock has no expiration date.

Remarks:

	FORESITE CAPITAL MANAGEMENT I, LLC, By: /s/ James B. Tananbaum, Managing Member	03/18/2020
	FORESITE CAPITAL FUND I, L.P., By: Foresite Capital Management I, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member	03/18/2020
	FORESITE CAPITAL MANAGEMENT II, LLC, By: /s/ James B. Tananbaum, Managing Member	03/18/2020
	FORESITE CAPITAL FUND II, L.P., By: Foresite Capital Management II, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member	03/18/2020
	By: /s/ James B. Tananbaum	03/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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