Sec Form 4 Filing - SC US (TTGP), LTD. @ Berkeley Lights, Inc. - 2020-07-16

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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
SC US (TTGP), LTD.
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)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
07/16/2020
(Street)
MENLO PARK, CA94025
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 07/16/2020 C 84,020 A 84,020 I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. ( 2 ) ( 3 )
Common Stock 07/16/2020 C 306,629 A 306,629 I Sequoia Capital U.S. Venture XV Principals Fund, L.P. ( 2 ) ( 3 )
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 Preferred Stock ( 1 ) 07/16/2020 C 71,263 ( 1 ) ( 1 ) Common Stock 71,263 $ 0 0 I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 07/16/2020 C 260,068 ( 1 ) ( 1 ) Common Stock 260,068 $ 0 0 I Sequoia Capital U.S. Venture XV Principals Fund, L.P. ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 07/16/2020 C 7,755 ( 1 ) ( 1 ) Common Stock 7,755 $ 0 0 I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 07/16/2020 C 28,306 ( 1 ) ( 1 ) Common Stock 28,306 $ 0 0 I Sequoia Capital U.S. Venture XV Principals Fund, L.P. ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/16/2020 C 5,002 ( 1 ) ( 1 ) Common Stock 5,002 $ 0 0 I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 07/16/2020 C 18,255 ( 1 ) ( 1 ) Common Stock 18,255 $ 0 0 I Sequoia Capital U.S. Venture XV Principals Fund, L.P. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q), L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 07/20/2020
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture XV Management, L.P., the General Partner of Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. 07/20/2020
Signature of Reporting Person Date
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture XV Management, L.P., the General Partner of Sequoia Capital U.S. Venture XV Principals Fund, L.P. 07/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Preferred Stock automatically converted on a one-for-one basis into common stock upon the closing of the Issuer's initial public offering.
( 2 )SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., and Sequoia Capital U.S. Venture XV Principals Fund, L.P. (collectively, the "SC XV Funds") and the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the "SC US GF VI Funds"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the SC XV Funds and SC US GF VI Funds.
( 3 )(Continued from footnote 2) Each of SC US (TTGP), Ltd., SC U.S. Venture XV Management, L.P., and SC U.S. Growth VI Management, L.P. disclaims beneficial ownership of the shares held by the SC XV Funds and SC US GF VI Funds, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:
Filing 3 of 3.Due to the limitations of the electronic filing system Sequoia Capital U.S. Growth Fund VI, L.P, Sequoia Capital U.S. Growth VI Principals Fund, L.P., Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., SC US (TTGP), Ltd., SC U.S. Venture XV Management, L.P., and SC U.S. Growth VI Management, L.P. are filing a separate Form 4.

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