SEC Filing | Bionano Genomics, Inc.

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SEC FORM 4 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^*

Domain Partners VIII, L.P.

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BioNano Genomics, Inc [ BNGO ]

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)
08/23/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2018		C		591,184	A	⁽¹⁾	591,184	D⁽²⁾
Common Stock	08/23/2018		C		337,694	A	$4.59⁽³⁾	929,878	D⁽²⁾
Common Stock	08/23/2018		P		15,000	A	$6.125⁽⁴⁾	943,878	D⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	08/23/2018		C			6,810,098	⁽¹⁾	⁽¹⁾	Common Stock	159,115	$0	0	D⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	08/23/2018		C			2,986,762	⁽¹⁾	⁽¹⁾	Common Stock	69,784	$0	0	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	08/23/2018		C			5,426,808	⁽¹⁾	⁽¹⁾	Common Stock	126,794	$0	0	D⁽²⁾
Series D Preferred Stock	⁽¹⁾	08/23/2018		C			6,396,105	⁽¹⁾	⁽¹⁾	Common Stock	149,441	$0	0	D⁽²⁾
Series D-1 Preferred Stock	⁽¹⁾	08/23/2018		C			3,682,919	⁽¹⁾	⁽¹⁾	Common Stock	86,050	$0	0	D⁽²⁾
Convertible Promissory Note	$4.59⁽³⁾	08/23/2018		C			$1,488,952⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	337,694⁽³⁾	$0	0	D⁽²⁾
Warrants to Purchase Common Stock	$6.125	08/23/2018		P		15,000		09/20/2018⁽⁴⁾	09/20/2023⁽⁴⁾	Common Stock	15,000	⁽⁴⁾	15,000	D⁽²⁾

1. Name and Address of Reporting Person^*

Domain Partners VIII, L.P.

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLAIR JAMES C

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DOVEY BRIAN H

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TREU JESSE I

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VITULLO NICOLE

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Halak Brian K

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

Explanation of Responses:

1. 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

2. 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.

3. The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $1,488,952. 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.

4. The Common Stock and Warrants to Purchase Common Stock were issued and sold as units at a purchase price of $6.125 per unit. Each unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock. The units will separate, and the underlying Common Stock and Warrants will begin trading separately, no later than 30 days following the date of the IPO prospectus, at which time the Warrants will become exercisable for a period of five years.

Remarks:

	/s/ Lisa A. Kraeutler, as Attorney-in-Fact for Domain Partners VIII, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak	08/27/2018
	** 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).
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