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)
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2. Issuer Name and Ticker or Trading Symbol
BioNano Genomics, Inc [ BNGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | ||||||
Common Stock | 08/23/2018 | C | 199,653 | A | (1) | 199,653 | I | By entities affiliated with LC Fund VI, L.P.(2) | ||
Common Stock | 08/23/2018 | C | 150,550 | A | (1) | 350,203 | I | By entities affiliated with LC Fund VI, L.P.(3) | ||
Common Stock | 08/23/2018 | C | 637,984 | A | (1) | 988,187 | I | By entities affiliated with LC Fund VI, L.P.(4) | ||
Common Stock | 08/23/2018 | C | 784,728 | A | (5) | 1,772,915 | I | By LC Healthcare Fund I, L.P.(6) | ||
Common Stock | 08/23/2018 | C | 1,134,000 | A | (7) | 2,906,915 | I | By Rosy Shine Limited(8) |
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 | ||||||||
Series C Convertible Preferred Stock | (1) | 08/23/2018 | C | 8,545,184(1) | (1) | (1) | Common Stock | 199,653 | $0.00 | 0 | I | By entities affiliated with LC Fund VI, L.P.(2) | |||
Series D Convertible Preferred Stock | (1) | 08/23/2018 | C | 6,443,565(1) | (1) | (1) | Common Stock | 150,550 | $0.00 | 0 | I | By entities affiliated with LC Fund VI, L.P.(3) | |||
Series D-1 Convertible Preferred Stock | (1) | 08/23/2018 | C | 27,305,708(1) | (1) | (1) | Common Stock | 637,984 | $0.00 | 0 | I | By entities affiliated with LC Fund VI, L.P.(4) |
Explanation of Responses: |
1. Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock on a 1-for-42.8 basis. The shares have no expiration date. |
2. The shares are held as follows: 191,667 shares held by LC Fund VI, L.P. ("LC Fund") and 7,986 shares held by LC Parallel Fund VI, L.P. ("Parallel Fund") LC Fund and Parallel Fund are controlled and managed by Legend Capital, a limited liability Chinese company. The Reporting Person is an Executive Director of Legend Capital. The Reporting Person disclaims beneficial ownership with respect to these securities, except to the extent of his pecuniary interest therein. |
3. The shares are held as follows: 143,533 shares held by LC Fund and 7,017 shares held by Parallel Fund. LC Fund and Parallel Fund are controlled and managed by Legend Capital, a limited liability Chinese company. The Reporting Person is an Executive Director of Legend Capital. The Reporting Person disclaims beneficial ownership with respect to these securities, except to the extent of his pecuniary interest therein. |
4. The shares are held as follows: 91,700 shares held by LC Fund, 540,631 shares held by Parallel Fund and 5,653 shares held by LC Healthcare Fund I, L.P. ("Healthcare Fund"). LC Fund, Parallel Fund and Healthcare Fund are controlled and managed by Legend Capital, a limited liability Chinese company ("Legend Capital"). The Reporting Person is an Executive Director of Legend Capital and disclaims beneficial ownership with respect to these securities, except to the extent of his pecuniary interest therein. |
5. Represents the conversion of an outstanding convertible promissory note in the principal amount of $3,460,000, plus $144,846.03 accrued interest, into shares of the Issuer's common stock upon closing of the Issuer's initial public offering at a conversion price of $6.125 per share. |
6. Healthcare Fund is controlled and managed by Legend Capital, a limited liability Chinese company. The Reporting Person is an Executive Director of Legend Capital. The Reporting Person disclaims beneficial ownership with respect to these securities, except to the extent of his pecuniary interest therein. |
7. Represents the conversion of an outstanding convertible promissory note in the principal amount of $5,000,000, plus $209,315.07 accrued interest, into shares of the Issuer's common stock upon closing of the Issuer's initial public offering at a conversion price of $6.125 per share. |
8. Rosy Shine Limited is ultimately controlled and managed by Legend Holdings, a limited liability Chinese joint stock company listed on a Stock Exchange of Hong Kong (3396), which is controlled by its board of directors. The board of directors of Legend Holdings has sole voting and investment power over the shares held by Rosy Shine Limited. None of the members of the board of directors has individual voting or investment power with respect to such shares and each disclaims beneficial ownership of such shares. |
Remarks: |
/s/ Heather Adams, Attorney-in-fact | 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). | ||
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. |