Sec Form 13D Filing - Saxonov Serge filing for 10X GENOMICS INC (TXG) - 2019-10-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

10x Genomics, Inc.

(Name of Issuer)

Class A Common Stock, par value $.00001 per share

(Title of Class of Securities)

88025U109

(CUSIP Number)

Serge Saxonov

Chief Executive Officer

10x Genomics, Inc.

6230 Stoneridge Mall Drive

Pleasanton, CA 94588

(925) 401-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 1, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

SCHEDULE 13D

Item 1. Security and Issuer

The securities to which this Schedule 13D (this “Statement”) relates are the Class A Common Stock, par value $.00001 per share (the “Common Stock”), of 10x Genomics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 6230 Stoneridge Mall Road, Pleasanton, CA 94588.

Immediately prior to the completion of the Issuer’s initial public offering on September 16, 2019 (the “IPO”), the Issuer reclassified (i) each then outstanding share of Class A Common Stock into one share of Class B Common Stock and (ii) each then outstanding share of Class B Common Stock (including outstanding stock options and warrants to purchase such shares) into one share of Class A Common Stock. This Statement reflects such reclassifications on a retroactive basis.

Item 2. Identity and Background

(a) This Statement is filed by Serge Saxonov. Dr. Saxonov is referred to as the “Reporting Person.”

(b) The business address of the Reporting Person is c/o 10x Genomics, Inc., 6230 Stoneridge Mall Road, Pleasanton, CA 94588.

(c) The Reporting Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer (the “Board”).

(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

In connection with the founding of the Issuer, on July 12, 2012, the Reporting Person purchased 500 shares of Class B Common Stock for an aggregate purchase price of $100.00. Pursuant to a 6,000-for-1 stock split effected September 26, 2012, the number of shares of Class B Common Stock held by the Reporting Person increased to 3,000,000. On December 17, 2018, the Reporting Person gifted 250,000 shares of Class B Common Stock to each of the following trusts, of which the Reporting Person is the sole trustee, for the benefit of the Reporting Person or the Reporting Person’s immediate family: (i) Polaris 2018 Irrevocable Trust, (ii) Antares 2018 Irrevocable Trust, (iii) Arcturus 2018 Irrevocable Trust, (iv) FLY 2018 Irrevocable Trust, (v) LY 2018 Irrevocable Trust, (vi) MS 2018 Irrevocable Trust, and (vii) NS 2018 Irrevocable Trust (each, a “Trust” and, collectively, the “Trusts”). Following the transfers to the Trusts, the Reporting person directly held 1,250,000 shares of Class B Common Stock.

On November 1, 2013, the Reporting Person purchased 31,865 shares of Series A-1 Preferred Stock for an aggregate purchase price of $27,047.01. On September 16, 2019, the Series A-1 Preferred Stock automatically converted into Class B Common Stock of the Issuer, on a one-for-one basis, immediately prior to the completion of the IPO.

On October 27, 2015, the Issuer granted to the Reporting Person an option to purchase 500,000 shares of Class A Common Stock at a per share exercise price of $0.88 pursuant to the Issuer’s Amended and Restated 2012 Stock Plan (the “2012 Plan”), which is incorporated by reference to Exhibit 99.3 to this Statement. Such option vested as to one-fourth of the shares on August 1, 2016 and one-forty-eighth of the shares subject to the option vested each month thereafter. On various dates ranging from November 22, 2017 to August 2, 2019, the Reporting Person purchased 500,000 shares of Class A Common Stock upon the exercise of the option, for an aggregate purchase price of $440,000.00.

On November 18, 2016, the Issuer granted to the Reporting Person an option to purchase 200,000 shares of Class A Common Stock at a per share exercise price of $1.07 pursuant to the 2012 Plan. Such option vested as to one-fourth of the shares on August 1, 2017 and one-forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. On various dates ranging from November 22, 2017 to September 6, 2019, the Reporting Person purchased an aggregate of 154,166 shares of Class A Common Stock upon the exercise of the option, for an aggregate purchase price of $164,957.62.

On October 18, 2017, the Issuer granted to the Reporting Person an option to purchase 300,000 shares of Class A Common Stock at a per share exercise price of $1.20 pursuant to the 2012 Plan. Such option vested as to one-forty-eighth of the shares on October 1, 2017 and one-forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. On various dates ranging from November 22, 2017 to September 6, 2019, the Reporting Person purchased an aggregate of 150,000 shares of Class A Common Stock upon the exercise of the option, for an aggregate purchase price of $180,000.00.

On October 18, 2017, the Issuer granted to the Reporting Person an option to purchase 150,000 shares of Class A Common Stock at a per share exercise price of $1.20 pursuant to the 2012 Plan. Such option vested as to one-thirty-sixth of the shares on January 1, 2019 and one-thirty-sixth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. On various dates ranging from March 6, 2019 to September 6, 2019, the Reporting Person purchased an aggregate of 33,333 shares of Class A Common Stock upon the exercise of the option, for an aggregate purchase price of $39,999.60.

On October 18, 2017, the Issuer granted to the Reporting Person an option to purchase 150,000 shares of Class A Common Stock at a per share exercise price of $1.20 pursuant to the 2012 Plan. Such option is scheduled to vest as to one-thirty-sixth of the shares on January 1, 2020 and each month thereafter, subject to the determination by the Board that the Issuer has achieved a specified revenue target for fiscal year 2019 and subject to the Reporting Person continuing as a service provider through each such date.

On November 2, 2018, the Issuer granted to the Reporting Person an option to purchase 250,000 shares of Class A Common Stock at a per share exercise price of $5.04 pursuant to the 2012 Plan. Such option vested as to one-forty-eighth of the shares on October 1, 2018 and one-forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. On various dates ranging from December 18, 2018 to September 6, 2019, the Reporting Person purchased an aggregate of 62,500 shares of Class A Common Stock upon the exercise of the option, for an aggregate purchase price of $315,000.00.

On May 10, 2019, the Issuer granted to the Reporting Person an option to purchase 145,786 shares of Class A Common Stock at a per share exercise price of $11.48 pursuant to the 2012 Plan. Such option vested as to one-forty-eighth of the shares on May 1, 2019 and one-forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. On various dates ranging from June 3, 2019 to September 6, 2019, the Reporting Person purchased an aggregate of 15,186 shares of Class A Common Stock upon the exercise of the option, for an aggregate purchase price of $174,335.28.

The source of the funds for the purchase of the securities listed above was the Reporting Person’s personal funds. No part of the purchase price was borrowed by the Reporting Person for the purpose of acquiring such securities.

Item 4. Purpose of Transaction

The Reporting Person and the Trusts hold the securities described in Item 5 of this Statement for investment purposes only.

The Reporting Person is the Chief Executive Officer and a member of the Board of the Issuer. In these capacities, the Reporting Person takes, and will continue to take, an active role in the Issuer’s management and strategic direction. Subject to the factors discussed below, applicable law and the policies of the Issuer, the Reporting Person may from time to time purchase additional shares of Common Stock, or rights to purchase shares of Common Stock, through open market or privately negotiated transactions or exercises of stock options, or may determine to sell, t rade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action the Reporting Person deems to be in his best interests, or otherwise, depending upon existing market conditions, the price and availability of such shares or rights and other considerations discussed in this paragraph. The Reporting Person intends to review on a continuing basis various factors relating to his investment in the Issuer, including but not limited to the Issuer’s business and prospects, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, other investment and business opportunities available to the Reporting Person, the Reporting Person’s general investment and trading practices, market conditions, estate planning considerations or other factors. The Reporting Person has not yet determined which of the courses of actions specified in this paragraph he may ultimately take.

The Reporting Person serves as a member Board. In connection with the IPO, the Board was divided into three classes serving staggered three-year terms. The Reporting Person was appointed as a Class I director to serve until the Issuer’s 2020 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.

Except as set forth herein and other than in the Reporting Person’s capacity as a director or officer of the Issuer, neither the Reporting Person nor the Trusts have any present plans or proposals which relate to or would result in any of the following: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated in the foregoing clauses (a) through (j); provided that the Reporting Person may, at any time and subject to applicable law and the policies of the Issuer, review or reconsider his position with respect to the Issuer and reserves the right to develop such plans or proposals that would relate to or result in the transactions described above and may hold discussions with or make proposals to management, the Board, other stockholders of the Issuer or other third parties regarding such matters.

Item 5. Interest in Securities of the Issuer

The information set forth in Items 3, 4 and 6 of this Statement is incorporated by reference into this Item 5.

(a) The Reporting Person is the beneficial owner of 4,727,651 shares of Class A Common Stock, representing 19.9% of the outstanding Class A Common Stock of the Issuer. Such percentage calculation is based on (i) 18,430,655 shares of Class A Common Stock to be outstanding as of the completion of the IPO, as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on September 12, 2019, plus (ii) 1,500,000 shares of Class A Common Stock sold pursuant to the exercise of the underwriters’ option to purchase additional shares in the IPO, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on September 16, 2019, plus (iii) 22,829 shares of Class A Common Stock issued to the Reporting Person in September 2019 upon the exercise of stock options, and assumes (iv) the conversion of 1,281,865 shares of Class B Common Stock held by the Reporting Person into 1,281,865 shares of Class A Common Stock, (v) the conversion of 1,750,000 shares of Class B Common Stock held by the Trusts into 1,750,000 shares of Class A Common Stock, and (vi) the issuance of 780,601 shares of Class A Common Stock upon exercise of stock options held by the Reporting Person.

Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock at the option of the holder and has no expiration date. Additionally, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon transfer, whether or not for value (subject to certain exceptions) and upon the occurrence of certain other events set forth in the Issuer’s Amended and Restated Certificate of Incorporation. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(b) The number of shares as to which the Reporting Person has:

(c) Except as disclosed elsewhere in this Statement, the Reporting Person has had no transactions in the Issuer’s securities during the past sixty days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3, 4 and 5 of this Statement is incorporated by reference into this Item 6.

Investors’ Rights Agreement

The Reporting Person is party to the Issuer’s Amended and Restated Investors’ Rights Agreement, dated as of October 18, 2018 (the “Rights Agreement”), which provides, among other things, that certain holders of the Issuer’s capital stock, including the Reporting Person, be covered by a registration statement that the Issuer is otherwise filing and receive certain registration rights. The registration and associated rights set forth in such agreement will expire no later than two years following the completion of the IPO. The foregoing summary of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is incorporated by reference pursuant to Exhibit 99.1 to this Statement.

Lock-Up Agreement

In connection with the IPO, the Reporting Person and each Trust entered into a lock-up agreement (the “Lock-Up Agreement”) with J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the underwriters in the IPO. Pursuant to the terms of the Lock-Up Agreement, the Reporting Person and each Trust agreed, subject to certain exceptions, not to transfer or otherwise dispose of any securities of the Issuer through and including March 5, 2020. The foregoing summary of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is incorporated by reference pursuant to Exhibit 99.2 to this Statement.

Except as described above, no contracts, arrangements, understandings, or relationships (legal or otherwise) exist between the Reporting Person or any of the Trusts and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Except as described above, neither the Reporting Person nor any of the Trusts is a party to any arrangement whereby securities of the Issuer are pledged or are otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to be Filed as Exhibits

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.