Sec Form 4 Filing - KHANDROS IGOR Y @ Berkeley Lights, Inc. - 2020-07-16

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 KHANDROS IGOR Y 2. Issuer Name and Ticker or Trading Symbol Berkeley Lights, Inc. [ BLI] 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) 5858 HORTON STREET, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2020 (Street) EMERYVILLE, CA94608 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 07/16/2020 C 250,000 A 250,000 I By Khandros 1997 Trust I ( 2 ) Common Stock 07/16/2020 C 250,000 A 250,000 I By Khandros 1997 Trust II ( 3 ) Common Stock 07/16/2020 C 11,421,017 A 11,421,017 I By Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ( 4 )

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 A Preferred Stock ( 1 ) 07/16/2020 C 250,000 ( 1 ) ( 1 ) Common Stock 250,000 $ 0 0 I By Khandros 1997 Trust I ( 2 ) Series A Preferred Stock ( 1 ) 07/16/2020 C 250,000 ( 1 ) ( 1 ) Common Stock 250,000 $ 0 0 I By Khandros 1997 Trust II ( 3 ) Series A Preferred Stock ( 1 ) 07/16/2020 C 2,500,000 ( 1 ) ( 1 ) Common Stock 2,500,000 $ 0 0 I By Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ( 4 ) Series A-1 Preferred Stock ( 1 ) 07/16/2020 C 1,250,001 ( 1 ) ( 1 ) Common Stock 1,250,001 $ 0 0 I By Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ( 4 ) Series A-2 Preferred Stock ( 1 ) 07/16/2020 C 5,707,762 ( 1 ) ( 1 ) Common Stock 5,707,762 $ 0 0 I By Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ( 4 ) Series B Preferred Stock ( 1 ) 07/16/2020 C 1,926,107 ( 1 ) ( 1 ) Common Stock 1,926,107 $ 0 0 I By Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ( 4 ) Series D Preferred Stock ( 1 ) 07/16/2020 C 37,147 ( 1 ) ( 1 ) Common Stock 37,147 $ 0 0 I By Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KHANDROS IGOR Y 5858 HORTON STREET, SUITE 320 EMERYVILLE, CA94608 X X Signatures /s/ Stuart L. Merkadeau, Attorney-in-fact for Igor Khandros 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 )As trustee of the Khandros 1997 Trust I ("Trust I"), Dr. Khandros may be deemed to beneficially own the shares held by the Trust I. Dr. Khandros disclaims beneficial ownership of the shares held by the Trust I except to the extent of his pecuniary interest therein. ( 3 )As trustee of the Khandros 1997 Trust II ("Trust II"), Dr. Khandros may be deemed to beneficially own the shares held by the Trust II. Dr. Khandros disclaims beneficial ownership of the shares held by the Trust II except to the extent of his pecuniary interest therein. ( 4 )As trustee of the Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ("Revocable Trust"), Dr. Khandros may be deemed to beneficially own the shares held by the Revocable Trust. Dr. Khandros disclaims beneficial ownership of the shares held by the Revocable Trust except to the extent of his pecuniary interest therein.

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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