COMPLETE GENOMICS INC 4
4 · COMPLETE GENOMICS INC · Filed Mar 18, 2013
Insider Transaction Report
Form 4
OVP VENTURE PARTNERS VI LP
10% Owner
Transactions
- Disposition to Issuer
Warrant to purchase Common Stock
2013-03-18$2.82/sh−2,282$6,435→ 0 totalExercise: $1.50→ Common Stock (2,282 underlying) - Disposition to Issuer
Warrant to purchase Common Stock
2013-03-18$2.85/sh−885$2,522→ 0 totalExercise: $1.50→ Common Stockj (885 underlying) - Disposition from Tender
Common Stock, par value $0.001
2013-03-14$3.15/sh−1,424,629$4,487,581→ 0 total - Disposition to Issuer
Warrant to purchase Common Stock
2013-03-18$2.82/sh−135,939$383,348→ 0 totalExercise: $1.50→ Common Stock (135,939 underlying) - Disposition to Issuer
Warrant to purchase Common Stock
2013-03-18$2.85/sh−52,735$150,295→ 0 totalExercise: $1.50→ Common Stock (52,735 underlying)
Holdings
- 0(indirect: See Footnote)
Common Stock, par value $0.001
Footnotes (4)
- [F1]These shares were tendered to Beta Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of BGI-Shenzhen, pursuant to Purchaser's offer to purchase all of the outstanding shares of the Issuer at a price of $3.15 per share (the "Per Share Merger Consideration"), without interest, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on September 25, 2012 and in the related Letter of Transmittal, together with any amendments or supplements thereto, and the Agreement and Plan of Merger, dated as of September 15, 2012 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on March 18, 2013, the Issuer completed its merger (the "Merger") with BGI-Shenzhen, whereby the Issuer became a wholly owned subsidiary of BGI-Shenzhen.
- [F2]No shares are owned by OVP Venture Partners VI LP or OVP VI Entrepreneurs Fund, L.P. ("OVP VI Entrepreneurs") following the Merger. OVMC VI LLC serves as the general partner of OVP VI Entrepreneurs. Charles P. Waite, Jr. is a managing member of OVMC VI LLC and shares voting and investment power over the shares held by OVP VI Entrepreneurs. Mr. Waite disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
- [F3]In accordance with the terms of the Merger Agreement, each warrant exercisable for shares of Issuer common stock that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to $2.82 per warrant, calculated in accordance with the Black-Scholes option pricing formula set forth in the stock purchase warrant agreement.
- [F4]In accordance with the terms of the Merger Agreement, each warrant exercisable for shares of Issuer common stock that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to $2.85 per warrant, calculated in accordance with the Black-Scholes option pricing formula set forth in the stock purchase warrant agreement.