Sec Form 4 Filing - WANG JUNFENG @ BioNano Genomics, Inc - 2018-08-23

Insider filing report for Changes 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
WANG JUNFENG
2. Issuer Name and Ticker or Trading Symbol
BioNano Genomics, Inc [ BNGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BIONANO GENOMICS, INC., 9640 TOWNE CENTRE DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
08/23/2018
(Street)
SAN DIEGO, CA92121
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 199,653 A 199,653 I By entities affiliated with LC Fund VI, L.P. ( 2 )
Common Stock 08/23/2018 C 150,550 A 350,203 I By entities affiliated with LC Fund VI, L.P. ( 3 )
Common Stock 08/23/2018 C 637,984 A 988,187 I By entities affiliated with LC Fund VI, L.P. ( 4 )
Common Stock 08/23/2018 C 784,728 A 1,772,915 I By LC Healthcare Fund I, L.P. ( 6 )
Common Stock 08/23/2018 C 1,134,000 A 2,906,915 I By Rosy Shine Limited ( 8 )
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 C Convertible Preferred Stock ( 1 ) 08/23/2018 C 8,545,184 ( 1 ) ( 1 ) ( 1 ) Common Stock 199,653 $ 0 0 I By entities affiliated with LC Fund VI, L.P. ( 2 )
Series D Convertible Preferred Stock ( 1 ) 08/23/2018 C 6,443,565 ( 1 ) ( 1 ) ( 1 ) Common Stock 150,550 $ 0 0 I By entities affiliated with LC Fund VI, L.P. ( 3 )
Series D-1 Convertible Preferred Stock ( 1 ) 08/23/2018 C 27,305,708 ( 1 ) ( 1 ) ( 1 ) Common Stock 637,984 $ 0 0 I By entities affiliated with LC Fund VI, L.P. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WANG JUNFENG
C/O BIONANO GENOMICS, INC.
9640 TOWNE CENTRE DRIVE, SUITE 100
SAN DIEGO, CA92121
X X
Signatures
/s/ Heather Adams, Attorney-in-fact 08/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock on a 1-for-42.8 basis. The shares have no expiration date.
( 2 )The shares are held as follows: 191,667 shares held by LC Fund VI, L.P. ("LC Fund") and 7,986 shares held by LC Parallel Fund VI, L.P.("Parallel Fund") LC Fund and Parallel Fund are controlled and managed by Legend Capital, a limited liability Chinese company ("Legend Capital"). The Reporting Person is a Managing Director of Legend Capital and disclaims beneficial ownership with respect to these securities, exceptto the extent of his pecuniary interest therein.
( 3 )The shares are held as follows: 143,533 shares held by LC Fund and 7,017 shares held by Parallel Fund. LC Fund and Parallel Fund are controlled and managed by Legend Capital, a limited liability Chinese company. The ReportingPerson is a Managing Director of Legend Capital. The Reporting Person disclaims beneficial ownership with respect to these securities, exceptto the extent of his pecuniary interest therein.
( 4 )The shares are held as follows: 91,700 shares held by LC Fund, 540,631 shares held by Parallel Fund and 5,653 shares held by LCHealthcare Fund I, L.P. ("Healthcare Fund"). LC Fund, Parallel Fund and Healthcare Fund are controlled and managed by Legend Capital. The Reporting Person is a Managing Director of Legend Capital and disclaims beneficial ownership with respect to these securities, except to the extent of his pecuniary interest therein.
( 5 )Represents the conversion of an outstanding convertible promissory note in the principal amount of $3,460,000, plus $144,846.03 accruedinterest, into shares of the Issuer's common stock upon closing of the Issuer's initial public offering at a conversion price of $6.125 per share.
( 6 )Healthcare Fund is controlled and managed by Legend Capital, alimited liability Chinese company. The Reporting Person is a Managing Director of Legend Capital. The Reporting Person disclaims beneficial ownership with respect to these securities, except to the extent of his pecuniary interest therein.
( 7 )Represents the conversion of an outstanding convertible promissory note in the principal amount of $5,000,000, plus $209,315.07 accrued interest, into shares of the Issuer's common stock upon closing of the Issuer's initial public offering at a conversion price of $6.125 per share.
( 8 )Rosy Shine Limited is ultimately controlled and managed by Legend Holdings, a limited liability Chinese joint stock company listed on a Stock Exchange of Hong Kong (3396), which is controlled by its board of directors. The board of directors of Legend Holdings has sole voting and investment power over the shares held by Rosy Shine Limited. None of the members of the board of directors has individual voting or investment power with respect to such shares and each disclaims beneficial ownership of such shares.

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