Sec Form 3 Filing - WIIG Communications Management LLC @ Berkeley Lights, Inc. - 2020-07-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
WIIG Communications Management LLC
2. Issuer Name and Ticker or Trading Symbol
Berkeley Lights, Inc. [ BLI]
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)
ONE CALIFORNIA STREET, SUITE 1750,
3. Date of Earliest Transaction (MM/DD/YY)
07/16/2020
(Street)
SAN FRANCISCO, CA94111
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
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 ) ( 1 ) ( 1 ) Common Stock 8,406,337 I See footnotes ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,812,029 I See footnotes ( 3 ) ( 4 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,708,356 I See footnotes ( 3 ) ( 5 )
Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 735,635 I See footnotes ( 3 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WIIG Communications Management LLC
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
TAN LIP BU
C/O WIIG COMMUNICATIONS MANAGEMENT
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
WRV-BLI LLC
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
WRV-BLI II LLC
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
WRV-BLI III LLC
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
WRV-BLI IV LLC
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
Walden Riverwood GP, LLC
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
Walden Riverwood Ventures, L.P.
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
WRV GP II, LLC
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
WRV II, L.P.
ONE CALIFORNIA STREET, SUITE 1750
SAN FRANCISCO, CA94111
X
Signatures
Lip-Bu Tan, /s/ Lip-Bu Tan 07/16/2020
Signature of Reporting Person Date
WIIG Communications Management LLC, By: /s/ Lip-Bu Tan, Director 07/16/2020
Signature of Reporting Person Date
WRV-BLI LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director 07/16/2020
Signature of Reporting Person Date
WRV-BLI II LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director 07/16/2020
Signature of Reporting Person Date
WRV-BLI III LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director 07/16/2020
Signature of Reporting Person Date
WRV-BLI IV LLC, By: WIIG Communications Management LLC, its manager, By: /s/ Lip-Bu Tan, Director 07/16/2020
Signature of Reporting Person Date
Walden Riverwood GP, LLC, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Director 07/16/2020
Signature of Reporting Person Date
Walden Riverwood Ventures, L.P., By: Walden Riverwood GP, LLC, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Director 07/16/2020
Signature of Reporting Person Date
WRV GP II, LLC, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Managing Director 07/16/2020
Signature of Reporting Person Date
WRV II, L.P., By: WRV GP II, LLC, its general partner, By: /s/ Stuart Merkadeau, by Power of Attorney for Michael Marks, Managing Director 07/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Preferred Stock automatically converts on a one-for-one basis into Common stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.
( 2 )Consists of 6,076,421 shares of Series B Preferred Stock directly held by WRV-BLI LLC and 2,329,916 shares of Series B Preferred Stock directly held by Walden Riverwood Ventures, L.P. ("WRV").
( 3 )Mr. Lip-Bu Tan is the sole director of WIIG Communications Management LLC ("WIIG"), which is the manager of WRV-BLI LLC, WRV-BLI II, LLC, WRV-BLI III LLC, and WRV-BLI IV LLC. Michael Marks and Mr. Tan are members of the investment committee of Walden Riverwood GP, LLC ("WRGP"), which is the general partner of WRV. WRV GP II, LLC ("WRV GP") is the general partner of WRV II, L.P. Messers. Tan and Marks, WRV GP, WRGP, and WIIG disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.
( 4 )Consists of 1,958,787 shares of Series C Preferred Stock directly held by WRV-BLI II LLC and 853,242 shares of Series C Preferred Stock directly held by WRV.
( 5 )Consists of 742,942 shares of Series D Preferred Stock directly held by WRV II, L.P. and 965,414 shares of Series D Preferred Stock directly held by WRV-BLI III LLC.
( 6 )Consists of 543,980 shares of Series E Preferred Stock directly held by WRV-BLI IV LLC and 191,655 shares of Series E Preferred Stock directly held by WRV II, L.P.

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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