Sec Form 4 Filing - Domain Partners VIII, L.P. @ BioNano Genomics, Inc - 2018-08-23

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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
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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1. Name and Address of Reporting Person *
Domain Partners VIII, L.P.
2. Issuer Name and Ticker or Trading Symbol
BioNano Genomics, Inc [ BNGO]
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 DOMAIN ASSOCIATES, LLC, ONE PALMER SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
08/23/2018
(Street)
PRINCETON, NJ08542
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 08/23/2018 C 591,184 A 591,184 D ( 2 )
Common Stock 08/23/2018 C 337,694 A $ 4.59 ( 3 ) 929,878 D ( 2 )
Common Stock 08/23/2018 P 15,000 A $ 6.125 ( 4 ) 943,878 D ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock ( 1 ) 08/23/2018 C 6,810,098 ( 1 ) ( 1 ) Common Stock 159,115 $ 0 0 D ( 2 )
Series B-1 Preferred Stock ( 1 ) 08/23/2018 C 2,986,762 ( 1 ) ( 1 ) Common Stock 69,784 $ 0 0 D ( 2 )
Series C Preferred Stock ( 1 ) 08/23/2018 C 5,426,808 ( 1 ) ( 1 ) Common Stock 126,794 $ 0 0 D ( 2 )
Series D Preferred Stock ( 1 ) 08/23/2018 C 6,396,105 ( 1 ) ( 1 ) Common Stock 149,441 $ 0 0 D ( 2 )
Series D-1 Preferred Stock ( 1 ) 08/23/2018 C 3,682,919 ( 1 ) ( 1 ) Common Stock 86,050 $ 0 0 D ( 2 )
Convertible Promissory Note $ 4.59 ( 3 ) 08/23/2018 C ( 3 ) ( 3 ) Common Stock 337,694 ( 3 ) $ 0 0 D ( 2 )
Warrants to Purchase Common Stock $ 6.125 08/23/2018 P 15,000 09/20/2018( 4 ) 09/20/2023( 4 ) Common Stock 15,000 ( 4 ) 15,000 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Domain Partners VIII, L.P.
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
Halak Brian K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
Signatures
/s/ Lisa A. Kraeutler, as Attorney-in-Fact for Domain Partners VIII, L.P., J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak 08/27/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )All outstanding shares of Preferred Stock automatically converted into shares of Common Stock immediately upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration. The Preferred Stock had no expiration date
( 2 )The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Partner Square Associates VIII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
( 3 )The principal amount of the Convertible Promissory Note held by the designated Reporting Person was $1,488,952. Upon closing of the IPO, all unpaid principal and accrued interest outstanding on the Convertible Promissory Note (the "Conversion Amount") automatically converted into the number of shares of Common Stock equal to the Conversion Amount as of the date immediately prior to the closing date divided by 75% of the IPO price per share of $6.125 per share.
( 4 )The Common Stock and Warrants to Purchase Common Stock were issued and sold as units at a purchase price of $6.125 per unit. Each unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock. The units will separate, and the underlying Common Stock and Warrants will begin trading separately, no later than 30 days following the date of the IPO prospectus, at which time the Warrants will become exercisable for a period of five years.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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