Edgar Filing: COMPLETE GENOMICS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Prospect Venture Partners III L P

2. Issuer Name and Ticker or Trading Symbol
COMPLETE GENOMICS INC [GNOM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS, 435 TASSO STREET, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	11/16/2010		C		601,248	A	⁽¹⁾	601,248	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		160,552	A	⁽³⁾	761,800	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		674,426	A	⁽⁴⁾	1,436,226	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		807,760	A	⁽⁴⁾	2,243,986	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		29,343	A	$ 7.56	2,273,329	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		24,649	D	$ 9	2,248,680	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		31,299	A	$ 7.56	2,279,979	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		26,292	D	$ 9	2,253,687	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		10,240	A	$ 7.56	2,263,927	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		8,602	D	$ 9	2,255,325	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		990	A	$ 7.56	2,256,315	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		832	D	$ 9	2,255,483	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		P⁽⁸⁾		333,333	A	$ 9	2,994,358	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

601,248

⁽⁵⁾

⁽⁶⁾

Common Stock

601,248

⁽¹⁾

See Footnote ⁽²⁾

Series C Preferred Stock ⁽³⁾

⁽³⁾

11/16/2010

160,552

⁽⁵⁾

⁽⁶⁾

Common Stock

160,552

⁽³⁾

See Footnote ⁽²⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

674,426

⁽⁵⁾

⁽⁶⁾

Common Stock

674,426

⁽⁴⁾

See Footnote ⁽²⁾

Series E Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

807,760

⁽⁵⁾

⁽⁶⁾

Common Stock

807,760

⁽⁴⁾

See Footnote ⁽²⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

29,343

⁽⁷⁾

02/13/2014

Common Stock

29,343

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

31,299

⁽⁷⁾

04/06/2014

Common Stock

31,299

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

10,240

⁽⁷⁾

06/12/2014

Common Stock

10,240

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

990

⁽⁷⁾

08/05/2014

Common Stock

990

$ 0

See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Prospect Venture Partners III L P C/O PROSPECT VENTURE PARTNERS 435 TASSO STREET, SUITE 200 PALO ALTO, CA 94301		X
Prospect Management Co. III, L.L.C. 435 TASSO STREET SUITE 200 PALO ALTO, CA 94301		X

Signatures

/s/ Alexander E. Barkas, Managing Director, Prospect Management Co. III, LLC, its General Partner for PROSPECT VENTURE PARTNERS III. L.P.		11/16/2010
^**Signature of Reporting Person		Date
/s/ Alexander E. Barkas, Managing Director for PROSPECT MANAGEMENT CO. III, LLC		11/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series B Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as-converted" basis giving effect to the 5.926613 conversion ratio applicable to such shares.
(2)	The shares are owned by Prospect Venture Partners III, L.P. ("PVP III"). Prospect Management Co. III, L.L.C. ("PMC III") serves as the general partner of PVP III and possesses sole voting and investment control over the shares owned by PVP III and may be deemed to have indirect beneficial ownership of the shares held by PVP III. PMC III however owns no securities of the Issuer directly. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(3)	Each share of Series C Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as-converted" basis giving effect to the 8.241076 conversion ratio applicable to such shares.
(4)	Each share of Series D and Series E Preferred Stock was automatically converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering.
(5)	The securities are immediately convertible.
(6)	The expiration date is not relevant to the conversion of these securities.
(7)	The warrant is immediately exercisable.
(8)	PVP III purchased an additional 333,333 shares of Issuer's common stock in connection with the initial public offering at the offering price of $9.00 per share.

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