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GNOM Global X Genomics and Biotechnology

10.5554
0.0054 (0.05%)
25 May 2024 - Closed
Delayed by 15 minutes
Name Symbol Market Type
Global X Genomics and Biotechnology NASDAQ:GNOM NASDAQ Exchange Traded Fund
  Price Change % Change Price Bid Price Offer Price High Price Low Price Open Price Traded Last Trade
  0.0054 0.05% 10.5554 9.00 11.00 10.615 10.53 10.57 29,469 05:00:05

Statement of Changes in Beneficial Ownership (4)

18/03/2013 10:50pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OVP VENTURE PARTNERS VI LP
2. Issuer Name and Ticker or Trading Symbol

COMPLETE GENOMICS INC [ GNOM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O OVP VENTURE PARTNERS, 1010 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/14/2013
(Street)

KIRKLAND, WA 98033
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.001   3/14/2013     U    1424629   (1) D $3.15   0   D    
Common Stock, par value $0.001                  0   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Warrant to purchase Common Stock   $1.50   (3) 3/18/2013     D         2282      (3)   (3) Common Stock   2282   $2.82   (3) 0   D    
Warrant to purchase Common Stock   $1.50   (3) 3/18/2013     D         135939      (3)   (3) Common Stock   135939   $2.82   (3) 0   D    
Warrant to purchase Common Stock   $1.50   (4) 3/18/2013     D         885      (4)   (4) Common Stockj   885   $2.85   (4) 0   D    
Warrant to purchase Common Stock   $1.50   (4) 3/18/2013     D         52735      (4)   (4) Common Stock   52735   $2.85   (4) 0   D    

Explanation of Responses:
( 1)  These shares were tendered to Beta Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of BGI-Shenzhen, pursuant to Purchaser's offer to purchase all of the outstanding shares of the Issuer at a price of $3.15 per share (the "Per Share Merger Consideration"), without interest, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on September 25, 2012 and in the related Letter of Transmittal, together with any amendments or supplements thereto, and the Agreement and Plan of Merger, dated as of September 15, 2012 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on March 18, 2013, the Issuer completed its merger (the "Merger") with BGI-Shenzhen, whereby the Issuer became a wholly owned subsidiary of BGI-Shenzhen.
( 2)  No shares are owned by OVP Venture Partners VI LP or OVP VI Entrepreneurs Fund, L.P. ("OVP VI Entrepreneurs") following the Merger. OVMC VI LLC serves as the general partner of OVP VI Entrepreneurs. Charles P. Waite, Jr. is a managing member of OVMC VI LLC and shares voting and investment power over the shares held by OVP VI Entrepreneurs. Mr. Waite disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
( 3)  In accordance with the terms of the Merger Agreement, each warrant exercisable for shares of Issuer common stock that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to $2.82 per warrant, calculated in accordance with the Black-Scholes option pricing formula set forth in the stock purchase warrant agreement.
( 4)  In accordance with the terms of the Merger Agreement, each warrant exercisable for shares of Issuer common stock that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to $2.85 per warrant, calculated in accordance with the Black-Scholes option pricing formula set forth in the stock purchase warrant agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OVP VENTURE PARTNERS VI LP
C/O OVP VENTURE PARTNERS
1010 MARKET STREET
KIRKLAND, WA 98033

X


Signatures
/s/ Maureen Monahan, Attorney in Fact for OVP Venture PartnersVI, L.P. 3/18/2013
** 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 control number.

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