Sec Form 13G Filing - MADRONE CAPITAL PARTNERS LLC filing for PACIFIC BIOSCIENCES OF CALIFOR (PACB) - 2022-06-01

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Pacific Biosciences of California, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

69404D108

(CUSIP Number)

 

March 15, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

   

 

 

CUSIP No.   69404D108

 

1.

Names of Reporting Persons

Madrone Opportunity Fund, L.P.

2. Check the Appropriate Box if a Member of a Group (see instructions)
   
  (a)
  (b) x (1)
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

13,415,933 Shares (2)

6.

Shared Voting Power

0 Shares

7.

Sole Dispositive Power

13,415,933 Shares (2)

8.

Shared Dispositive Power

0 Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

13,415,933 Shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

¨
11.

Percent of Class Represented by Amount in Row 9

6.0% (3)

12.

Type of Reporting Person (see instructions)

PN

 

(1)This Schedule 13G is filed by Madrone Opportunity Fund, L.P. (“Madrone”), Madrone Capital Partners, LLC (“Madrone GP”), Shimoda Holdings, LLC (“Shimoda”), Greg Penner (“Penner”), Jameson McJunkin (“McJunkin”) and Thomas Patterson (“Patterson” and, together with the Madrone, Madrone GP, Shimoda, Penner and McJunkin, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3)This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.

 

 Page 2 of 12 pages 

 

 

CUSIP No.   69404D108

 

1.

Names of Reporting Persons

Madrone Capital Partners, LLC

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

  (a)
  (b) x (1)
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

0 Shares

6.

Shared Voting Power

13,415,933 Shares (2)

7.

Sole Dispositive Power

0 Shares

8.

Shared Dispositive Power

13,415,933 Shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

13,415,933 Shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

¨
11.

Percent of Class Represented by Amount in Row 9

6.0% (3)

12.

Type of Reporting Person (see instructions)

OO

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3)This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.

 

 Page 3 of 12 pages 

 

 

CUSIP No.   69404D108

 

1.

Names of Reporting Persons

Shimoda Holdings, LLC

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)  
  (b) x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

0 Shares

6.

Shared Voting Power

3,500,000 Shares (2)

7.

Sole Dispositive Power

0 Shares

8.

Shared Dispositive Power

3,500,000 Shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,500,000 Shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

¨
11.

Percent of Class Represented by Amount in Row 9

1.6% (3)

12.

Type of Reporting Person (see instructions)

OO

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held by Shimoda. Penner is a Vice President and Manager of Shimoda and shares voting and dispositive power over the shares held by Shimoda.

 

(3)This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.

 

 Page 4 of 12 pages 

 

 

CUSIP No.   69404D108

 

1.

Names of Reporting Persons

Greg Penner

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)  
  (b) x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

0 Shares

6.

Shared Voting Power

16,915,933 Shares (2)

7.

Sole Dispositive Power

0 Shares

8.

Shared Dispositive Power

16,915,933 Shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

16,915,933 Shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

¨
11.

Percent of Class Represented by Amount in Row 9

7.5% (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Includes (i) 13,415,933 shares held by Madrone and (ii) 3,500,000 shares held by Shimoda. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone. Penner is a Vice President and Manager of Shimoda and shares voting and dispositive power over the shares held by Shimoda.

 

(3)This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.

 

 Page 5 of 12 pages 

 

 

CUSIP No.   69404D108

 

1.

Names of Reporting Persons

Jameson McJunkin

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)  
  (b) x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

0 Shares

6.

Shared Voting Power

13,415,933 Shares (2)

7.

Sole Dispositive Power

0 Shares

8.

Shared Dispositive Power

13,415,933 Shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

13,415,933 Shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

¨
11.

Percent of Class Represented by Amount in Row 9

6.0% (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3)This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.

 

 Page 6 of 12 pages 

 

 

CUSIP No.   69404D108

 

1.

Names of Reporting Persons

Thomas Patterson

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)  
  (b) x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

0 Shares

6.

Shared Voting Power

13,415,933 Shares (2)

7.

Sole Dispositive Power

0 Shares

8.

Shared Dispositive Power

13,415,933 Shares (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

13,415,933 Shares (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

¨
11.

Percent of Class Represented by Amount in Row 9

6.0% (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(3)This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.

 

 Page 7 of 12 pages 

 

 

Item 1(a). Name of Issuer:
Pacific Biosciences of California, Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
2 Circle Star Way, San Carlos, CA 94070
   
Item 2(a). Name of Person Filing:
Madrone Opportunity Fund, L.P. (“Madrone”)
Madrone Capital Partners, LLC (“Madrone GP”)
Shimoda Holdings, LLC (“Shimoda”)
Greg Penner (“Penner”)
Jameson McJunkin (“McJunkin”)
Thomas Patterson (“Patterson”)
   
Item 2(b). Address of Principal Business Office or, if none, Residence:
1305 O’Brien Drive, Menlo Park, CA 94025
   
Item 2(c). Citizenship:
All entities were organized in Delaware All individuals are United States Citizens
   
Item 2(d). Title of Class of Securities:
Common Stock
   
Item 2(e). CUSIP Number:
69404D108
   
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
   
Item 4. Ownership
  The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of June 1, 2022:

 

Fund Entities  Shares Held
Directly
   Sole
Voting
Power
   Shared
Voting Power
   Sole
Dispositive
Power
   Shared
Dispositive
Power
   Beneficial
Ownership
   Percentage
of Class (3)
 
Madrone (1)   13,415,933    0    13,415,933    0    13,415,933    13,415,933& #xA0;   6.0%
Madrone GP (1)   0    0    13,415,933    0    13,415,933    13,415,933    6.0%
Shimoda (2)   3,500,000    0    3,500,000    0    3,500,000    3,500,000    1.6%
Penner (1) (2)   0    0    16,915,933    0    16,915,933    16,915,933    7.5%
McJunkin (1)   0    0    13,415,933    0    13,415,933    13,415,933    6.0%
Patterson (1)   0    0    13,415,933    0    13,415,933    13,415,933    6.0%

 

(1)Includes 13,415,933 shares held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone.

 

(2)Includes 3,500,000 shares held by Shimoda. Penner is a Vice President and Manager of Shimoda and shares voting and dispositive power over the shares held by Shimoda.

 

(3)This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.

 

 Page 8 of 12 pages 

 

 

Item 5. Ownership of Five Percent or Less of a Class
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨
   
Item 6. Ownership of More than Fi ve Percent on Behalf of Another Person
  Not applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
  Not applicable
   
Item 8. Identification and Classification of Members of the Group
  Not applicable
   
Item 9. Notice of Dissolution of Group
  Not applicable
   
Item 10. Certification
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

 Page 9 of 12 pages 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 1, 2022

 

Madrone Opportunity Fund, L.P.  
   
By:    Madrone Capital Partners, LLC  
Its   General Partner  
   
By:    /s/ Greg Penner  
  Name: Greg Penner  
  Title: Manager  
   
Madrone Capital Partners, LLC  
   
By:    /s/ Greg Penner  
  Name: Greg Penner  
  Title: Manager  
   
Shimoda Holdings, LLC  
   
By:   /s/ Greg Penner  
  Name: Greg Penner  
  Title: Vice President and Manager  
   
/s/ Greg Penner  
Greg Penner  
   
/s/ Thomas Patterson  
Thomas Patterson  
   
/s/ Jameson McJunkin  
Jameson McJunkin  

 

 Page 10 of 12 pages 

 

 

EXHIBITS

 

A:Joint Filing Agreement

 

 Page 11 of 12 pages 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Pacific Biosciences of California, Inc. is filed on behalf of each of us.

 

Dated: June 1, 2022

 

Madrone Opportunity Fund, L.P.  
   
By:    Madrone Capital Partners, LLC  
Its   General Partner  
   
By:      /s/ Greg Penner  
  Name: Greg Penner  
  Title: Manager  
   
Madrone Capital Partners, LLC  
   
By:      /s/ Greg Penner  
  Name: Greg Penner  
  Title: Manager  
   
Shimoda Holdings, LLC  
   
By:     /s/ Greg Penner  
  Name: Greg Penner  
  Title: Vice President and Manager  
   
/s/ Greg Penner  
Greg Penner  
   
/s/ Thomas Patterson  
Thomas Patterson  
   
/s/ Jameson McJunkin  
Jameson McJunkin  

 

 Page 12 of 12 pages