SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
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Bionano Genomics, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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09075F107
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(CUSIP Number)
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December 31, 2018
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Date of Event Which Requires Filing of this Statement
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Check the appropriate box to designate the rule pursuant to which this Schedule is Filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 09075F107
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1.
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NAME OF REPORTING PERSON
I.R.S. Identification No. of Above Person (Entities Only) (Voluntary)
Domain Partners VIII, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
958,878 shares of Common Stock *
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
958,878 shares of Common Stock *
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
958,878 shares of Common Stock *
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5% **
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12.
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TYPE OF REPORTING PERSON
PN
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* As of December 31, 2018 and including 15,000 shares issuable upon exercise of Warrants to Purchase Common Stock.
** Based on 10,032,687 shares of Common Stock outstanding as of November 2, 2018, as reported in the Issuer’s Report on Form 10-Q for the period
ended September 30, 2018 filed with the Securities and Exchange Commission on November 7, 2018.
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CUSIP No. 09075F107
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1.
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NAME OF REPORTING PERSON
I.R.S. Identification No. of Above Person (Entities Only) (Voluntary)
DP VIII Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
6,891 shares of Common Stock *
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
6,891 shares of Common Stock *
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,891 shares of Common Stock *
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% **
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12.
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TYPE OF REPORTING PERSON
PN
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* As of December 31, 2018.
** Based on 10,032,687 shares of Common Stock outstanding as of November 2, 2018, as reported in the Issuer’s Report on Form 10-Q for the period
ended September 30, 2018 filed with the Securities and Exchange Commission on November 7, 2018.
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CUSIP No. 09075F107
Schedule 13G
Item 1(a) – Name of Issuer:
Bionano Genomics, Inc.
Item 1(b) – Address of Issuer’s Principal Executive Offices:
9460 Towne Centre Drive, Suite 100, San Diego, CA 92121
Item 2(a) – Name of Person Filing:
This statement is being filed by Domain Partners VIII, L.P., a Delaware limited partnership (“Domain VIII”), and DP VIII Associates, L.P., a
Delaware limited partnership (“DP VIII A”) (together, the “Reporting Persons”).
Item 2(b) – Address of Principal Business Office:
202 Carnegie Center, Suite 104, Princeton, NJ 08540
Item 2(c) – Place of Organization:
Domain VIII: Delaware
DP VIII A: Delaware
Item 2(d) – Title of Class of Securities:
Common Stock, $0.0001 par value
Item 2(e) – CUSIP Number:
09075F107
Item 3 – Statements Filed Pursuant to Rules 13d-1(b) or 13d-2(b):
Not applicable.
Item 4 – Ownership.
(a) through (c):
The information set forth in the cover pages to this Schedule 13G is incorporated herein by reference. In addition, as of December 31, 2018,
Domain Associates, L.L.C., an affiliate and the investment manager of the Reporting Persons, directly beneficially owned 140 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.
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CUSIP No. 09075F107
Item 5 – Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6 – Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7 – Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Company:
Not applicable.
Item 8 – Identification and Classification of Members of the Group:
See Exhibit 2.
Item 9 – Notice of Dissolution of Group:
Not applicable.
Item 10 – Certification:
Not applicable.
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CUSIP No. 09075F107
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this
statement is true, complete and correct.
Dated: January 11, 2019
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DOMAIN PARTNERS VIII, L.P.
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By:
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One Palmer Square Associates VIII, L.L.C.,
General Partner |
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DP VIII ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VIII, L.L.C.,
General Partner |
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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CUSIP No. 09075F107
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as
Exhibit 2, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: January 11, 2019
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DOMAIN PARTNERS VIII, L.P.
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By:
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One Palmer Square Associates VIII, L.L.C.,
General Partner |
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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DP VIII ASSOCIATES, L.P.
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By:
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One Palmer Square Associates VIII, L.L.C.,
General Partner |
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By:
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/s/ Lisa A. Kraeutler
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Attorney-in-Fact
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CUSIP No. 09075F107
EXHIBIT 2
Identification and Classification of
Members of the Group
Domain Partners VIII, L.P. and DP VIII Associates, L.P. are filing this statement on Schedule 13G as a group.
Domain Partners VIII, L.P. is a Delaware limited partnership. Its sole general partner is One Palmer Square Associates VIII, L.L.C., a Delaware
limited liability company.
DP VIII Associates, L.P. is a Delaware limited partnership. Its sole general partner is One Palmer Square Associates VIII, L.L.C., a Delaware
limited liability company.
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