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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

OVP VENTURE PARTNERS VI LP

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 OVP VENTURE PARTNERS, 1010 MARKET STREET

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

(Street)

KIRKLAND, WA 98033

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		309,433	A	⁽¹⁾	309,433	D
Common Stock, par value $0.001	11/16/2010		C		252,521	A	⁽²⁾	561,954	D
Common Stock, par value $0.001	11/16/2010		C		173,548	A	⁽³⁾	735,502	D
Common Stock, par value $0.001	11/16/2010		C		722,185	A	⁽⁴⁾	1,457,687	D
Common Stock, par value $0.001	11/16/2010		C		828,829	A	⁽⁴⁾	2,286,516	D
Common Stock, par value $0.001	11/16/2010		X		444,591	A	$ 1.5	2,731,107	D
Common Stock, par value $0.001	11/16/2010		F		74,099	D	$ 9	2,657,008	D
Common Stock, par value $0.001	11/16/2010		X		31,717	A	$ 7.56	2,688,725	D
Common Stock, par value $0.001	11/16/2010		F		26,643	D	$ 9	2,662,082	D
Common Stock, par value $0.001	11/16/2010		X		33,832	A	$ 7.56	2,695,914	D
Common Stock, par value $0.001	11/16/2010		F		28,419	D	$ 9	2,667,495	D
Common Stock, par value $0.001	11/16/2010		X		11,258	A	$ 7.56	2,678,753	D
Common Stock, par value $0.001	11/16/2010		F		9,457	D	$ 9	2,669,296	D
Common Stock, par value $0.001	11/16/2010		X		1,088	A	$ 7.56	2,670,384	D
Common Stock, par value $0.001	11/16/2010		F		914	D	$ 9	2,669,470	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 A Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

309,433

⁽⁷⁾

⁽⁸⁾

Common Stock

309,433

⁽¹⁾

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

6,313

⁽⁷⁾

⁽⁸⁾

Common Stock

6,313

⁽¹⁾

See Footnote ⁽⁶⁾

Series B Preferred Stock ⁽²⁾

⁽²⁾

11/16/2010

252,521

⁽⁷⁾

⁽⁸⁾

Common Stock

252,521

⁽²⁾

Series B Preferred Stock ⁽²⁾

⁽²⁾

11/16/2010

5,150

⁽⁷⁾

⁽⁸⁾

Common Stock

5,150

⁽²⁾

See Footnote ⁽⁶⁾

Series C Preferred Stock ⁽³⁾

⁽³⁾

11/16/2010

173,548

⁽⁷⁾

⁽⁸⁾

Common Stock

173,548

⁽³⁾

Series C Preferred Stock ⁽³⁾

⁽³⁾

11/16/2010

3,535

⁽⁷⁾

⁽⁸⁾

Common Stock

3,535

⁽³⁾

See Footnote ⁽⁶⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

722,185

⁽⁷⁾

⁽⁸⁾

Common Stock

722,185

⁽⁴⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

9,477

⁽⁷⁾

⁽⁸⁾

Common Stock

9,477

⁽⁴⁾

See Footnote ⁽⁶⁾

Series E Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

828,829

⁽⁷⁾

⁽⁸⁾

Common Stock

828,829

⁽⁴⁾

Series E Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

4,767

⁽⁷⁾

⁽⁸⁾

Common Stock

4,767

⁽⁴⁾

See Footnote ⁽⁶⁾

Warrant to Purchase Common Stock

$ 1.5

11/16/2010

444,591

⁽⁹⁾

08/12/2016

Common Stock

444,591

$ 0

Warrant to Purchase Common Stock

$ 1.5

11/16/2010

3,134

⁽⁹⁾

08/12/2016

Common Stock

3,134

$ 0

See Footnote ⁽⁶⁾

Warrant to Purchase Series B Preferred Stock ⁽³⁾

$ 11.642 ⁽⁶⁾

11/16/2010

J⁽¹⁰⁾

906

⁽⁹⁾

02/21/2012

Common Stock

906

$ 0

Warrant to Purchase Series B Preferred Stock ⁽³⁾

$ 11.642 ⁽⁶⁾

11/16/2010

J⁽¹⁰⁾

⁽⁹⁾

02/21/2012

Common Stock

$ 0

See Footnote ⁽⁶⁾

Warrant to Purchase Series B Preferred Stock ⁽³⁾

$ 11.642 ⁽⁶⁾

11/16/2010

J⁽¹⁰⁾

237

⁽⁹⁾

03/12/2012

Common Stock

237

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OVP VENTURE PARTNERS VI LP C/O OVP VENTURE PARTNERS 1010 MARKET STREET KIRKLAND, WA 98033		X
OVP VI ENTREPRENEURS FUND LP 1010 MARKET STREET KIRKLAND, WA 98033		X

Signatures

/s/ Charles P. Waite, Jr., Managing Member, OVP Venture Partners VI, L.P.		11/16/2010
^**Signature of Reporting Person		Date
/s/ Charles P. Waite, Jr., Managing Member, OVP VI Entrepreneurs Fund, L.P.		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 A 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 4.615101 conversion ratio applicable to such shares.
(2)	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.
(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.
(6)	The shares are owned by OVP VI Entrepreneurs Fund, L.P. ("OVP VI Entrepreneurs"). 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. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(7)	The securities are immediately convertible.
(8)	The expiration date is not relevant to the conversion of these securities.
(9)	The warrant is immediately exercisable.
(10)	Warrant canceled pursuant to its terms current with closing of Issuer's initial public offering.
Remarks: Form 1 of 2

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