Bruker Cellular Analysis (CELL) Form 4 Berkeley Lights / IGOR Y KHANDROS 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^*

KHANDROS IGOR Y

(Last) (First) (Middle)

C/O BERKELEY LIGHTS, INC.

5858 HORTON STREET, SUITE 320

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Berkeley Lights, Inc. [ BLI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2022

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	05/26/2022		A		19,565(1)	A	$0	9,005,863(2)	D

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
Stock Option (Right to Buy)	$4.6	05/26/2022		A		32,258		(3)	05/25/2032	Common Stock	32,258	$0	32,258	D

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest on May 26, 2023.

2. Consists of (i) 8,840,449 shares held by the Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ("Revocable Trust"), (ii) 19,565 restricted stock units held by the Revocable Trust, (iii) 100,757 shares held by the Khandros 2018 3-Year GRAT (the "Khandros GRAT"), and (iv) 100,757 shares held by the Bloch 2018 3-Year GRAT (the "Bloch GRAT," and together with the Khandros GRAT, the "GRATs"). As co-trustee of the Revocable Trust and the GRATs, Dr. Khandros may be deemed to beneficially own the shares held by the Revocable Trust and the GRATs. Dr. Khandros disclaims beneficial ownership of the shares held by the Revocable Trust and the GRATs except to the extent of his pecuniary interest therein.

3. The stock options will fully vest on May 26, 2023.

	/s/ Christine Nassi, Attorney-in-fact for Igor Khandros	08/01/2022
	** 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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