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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 10x Genomics, Inc. [ TXG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/20/2020 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 02/20/2020 | C | 8,675,167 | A | (1) | 8,675,167 | I(2) | See Footnotes(4)(5) | ||
Class A Common Stock | 03/16/2020 | J(3) | 619,306 | D | $0.00 | 8,055,861 | I(3) | See Footnotes(4)(5) | ||
Class A Common Stock | 03/17/2020 | J(3) | 1,527,241 | D | $0.00 | 6,618,151 | I(3) | See Footnotes(4)(5) | ||
Class A Common Stock | 04/21/2020 | S | 568 | D | $74.48 | 6,617,583 | I(2) | See Footnotes(4)(5) | ||
Class A Common Stock | 04/30/2020 | S | 1,000,000 | D | $78.25 | 5,617,583 | I(2) | See Footnotes(4)(5) |
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 | ||||||||
Class B Common Stock | (1) | 02/20/2020 | C | 8,675,167 | (1) | (1) | Class A Common Stock | 8,675,167 | (1) | 0 | I(2) | See Footnotes(4)(5) |
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. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a 1:1 basis. There is no expiration date for the Class B Common Stock. |
2. The Common Stock is held directly by Paladin III, LP, Paladin III (NY City), LP, Paladin III (Cayman Islands), LP, Paladin III (HR), LP, Paladin III (CA), LP, Paladin III Co-Investment, LLC ("Co-Investment") and Paladin International, LLC ("International"). Paladin III (Cayman Islands), LP is hereinafter referred to as the "Cayman Fund". Paladin III, LP, Paladin III (NY City), LP, Paladin III (HR), LP and Paladin III (CA), LP are hereinafter referred to as the "US Funds" and collectively with the Cayman Fund, Co-Investment and International, the "Paladin Shareholders". Each Paladin Shareholder beneficially owns less than 10% of the Common Stock. |
3. On March 16 and 17, 2020, Co-Investment and International distributed an aggregate of 2,146,547 shares of Class A Common Stock to their respective members on a pro rata basis for no consideration. |
4. The reported securities are held directly by the Paladin Shareholders. Paladin Capital Management, LLC ("Paladin Adviser") is the discretionary investment adviser to the US Funds, the Cayman Fund and International. Paladin Holdings III, L.P. ("Paladin GP") is the general partner of the US Funds and the managing member of Co-Investment. Paladin Holdings III (Cayman Islands), L.P. ("Paladin Cayman GP") is the general partner of the Cayman Fund. Paladin Cyber Holdings, L.P. ("Paladin Cyber") is the managing member of International. Paladin Capital Group III, LLC ("Capital III") is the general partner of Paladin GP, Paladin Homeland Security Corporation III, Ltd. ("Paladin III") is the general partner of Paladin Cayman GP, and Paladin Capital Cyber Group, LLC ("Cyber III") is the general partner of Paladin Cyber. Capital III, Paladin III and Cyber III are ultimately controlled by Michael Steed, who is also the Managing Partner of Paladin Adviser. |
5. (Continued from Footnote 4) Each of Paladin Adviser, Paladin GP, Paladin Cayman GP, Paladin Cyber, Capital III, Paladin III, Cyber III, and Mr. Steed (collectively, the "Paladin Managers") may be deemed to have voting and dispositive power over the reported securities held of record by one or more of the Paladin Shareholders. Each of the Paladin Managers disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the reported securities. |
Remarks: |
By: /s/ Michael Steed, Authorized Person for each Reporting Person | 02/01/2021 | |
/s/ Michael Steed | 02/01/2021 | |
** 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. |