Statement of Changes in Beneficial Ownership (4)
August 27 2018 - 5:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
DP VIII Associates, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
BioNano Genomics, Inc
[
BNGO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DOMAIN ASSOCIATES, LLC, ONE PALMER SQUARE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/23/2018
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(Street)
PRINCETON, NJ 08542
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/23/2018
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C
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4386
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A
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(1)
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4386
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D
(2)
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Common Stock
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8/23/2018
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C
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2505
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A
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$4.59
(3)
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6891
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D
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Preferred Stock
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(1)
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8/23/2018
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C
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50532
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(1)
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(1)
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Common Stock
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1180
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$0
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0
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D
(2)
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Series B-1 Preferred Stock
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(1)
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8/23/2018
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C
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22161
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(1)
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(1)
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Common Stock
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518
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$0
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0
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D
(2)
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Series C Preferred Stock
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(1)
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8/23/2018
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C
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40268
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(1)
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(1)
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Common Stock
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941
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$0
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0
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D
(2)
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Series D Preferred Stock
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(1)
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8/23/2018
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C
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47460
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(1)
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(1)
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Common Stock
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1109
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$0
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0
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D
(2)
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Series D-1 Preferred Stock
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(1)
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8/23/2018
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C
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27328
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(1)
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(1)
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Common Stock
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638
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$0
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0
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D
(2)
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Convertible Promissory Note
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$4.59
(3)
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8/23/2018
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C
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$11048.00
(3)
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(3)
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(3)
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Common Stock
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2505
(3)
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$0
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0
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D
(2)
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Explanation of Responses:
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(1)
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All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date
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(2)
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The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
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(3)
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The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $11,048. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DP VIII Associates, L.P.
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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Halak Brian K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ 08542
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X
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Signatures
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/s/ Lisa A. Kraeutler, as Attorney-in-Fact for DP VIII Associates, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak
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8/27/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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