SEC Form 4 · accession 0000904454-18-000524
Bionano Genomics, Inc. · BNGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jesse I Treu
10% Owner
James C Blair
10% Owner
Nicole Vitullo
10% Owner
Brian H Dovey
10% Owner
Brian K Halak
10% Owner
DP VIII Associates, L.P.
10% Owner
Period of report
Aug 23, 2018
Accepted (ET)
Aug 27, 2018 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411690
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 23, 2018 | C | 4,386 | — | A | 4,386 | D | |
| Common StockF3,F2 | Aug 23, 2018 | C | 2,505 | $4.59 | A | 6,891 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF2,F1 | — | Aug 23, 2018 | C | 50,532 | D | — | — | Common Stock | 1,180 | 0 | D |
| Series B-1 Preferred StockF2,F1 | — | Aug 23, 2018 | C | 22,161 | D | — | — | Common Stock | 518 | 0 | D |
| Series C Preferred StockF2,F1 | — | Aug 23, 2018 | C | 40,268 | D | — | — | Common Stock | 941 | 0 | D |
| Series D Preferred StockF2,F1 | — | Aug 23, 2018 | C | 47,460 | D | — | — | Common Stock | 1,109 | 0 | D |
| Series D-1 Preferred StockF2,F1 | — | Aug 23, 2018 | C | 27,328 | D | — | — | Common Stock | 638 | 0 | D |
| Convertible Promissory NoteF3,F2 | $4.59 | Aug 23, 2018 | C | — | D | — | — | Common Stock | 2,505 | 0 | D |
Explanation of responses
- F1All 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
- F2The 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.
- F3The 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.