SEC Form 4 · accession 0001209191-18-048557
Bionano Genomics, Inc. · BNGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 23, 2018
Accepted (ET)
Aug 27, 2018 · 6:51 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 | 199,653 | — | A | 199,653 | I | By entities affiliated with LC Fund VI, L.P. |
| Common StockF1,F3 | Aug 23, 2018 | C | 150,550 | — | A | 350,203 | I | By entities affiliated with LC Fund VI, L.P. |
| Common StockF1,F4 | Aug 23, 2018 | C | 637,984 | — | A | 988,187 | I | By entities affiliated with LC Fund VI, L.P. |
| Common StockF5 | Aug 23, 2018 | C | 784,728 | — | A | 1,772,915 | I | By LC Healthcare Fund I, L.P. |
| Common StockF6,F7 | Aug 23, 2018 | C | 1,134,000 | — | A | 2,906,915 | I | By Rosy Shine Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F2 | — | Aug 23, 2018 | C | 8,545,184 | D | — | — | Common Stock | 199,653 | 0 | I |
| Series D Convertible Preferred StockF1,F3 | — | Aug 23, 2018 | C | 6,443,565 | D | — | — | Common Stock | 150,550 | 0 | I |
| Series D-1 Convertible Preferred StockF1,F4 | — | Aug 23, 2018 | C | 27,305,708 | D | — | — | Common Stock | 637,984 | 0 | I |
Explanation of responses
- F1Automatic 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.
- F2The 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.
- F3The 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.
- F4The 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 ultimately controlled and managed by Legend Capital.
- F5Represents 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.
- F6Represents 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.
- F7Rosy 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.