Sec Form 4 Filing - KHANDROS IGOR Y @ Berkeley Lights, Inc. - 2021-05-14

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) C/O BERKELEY LIGHTS, INC., 5858 HORTON STREET, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2021 (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 05/14/2021 A 1,400 ( 1 ) A $ 0 9,713,028 I See footnote ( 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 Stock Option (Right to Buy) $ 37.13 05/14/2021 A 4,900 ( 3 ) 05/13/2031 Common Stock 4,900 $ 0 4,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KHANDROS IGOR Y C/O BERKELEY LIGHTS, INC. 5858 HORTON STREET, SUITE 320 EMERYVILLE, CA94608 X X Signatures /s/ Stuart L. Merkadeau, Attorney-in-fact for Igor Khandros 05/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest on May 14, 2022 and have no expiration date. ( 2 )Consists of (i) 9,338,910 shares held by the Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ("Revocable Trust"), (ii) 1,400 restricted stock units held by the Revocable Trust, (iii) 100,757 shares held by the Khandros 2018 3-Year GRAT (the "Khandros GRAT"), (iv) 100,757 shares held by the Bloch 2018 3-Year GRAT (the "Bloch GRAT"), (v) 85,602 shares held by the Khandros 2018 2-Year GRAT (the "Khandros 2-Year GRAT"), and (vi) 85,602 shares held by the Bloch 2018 2-Year GRAT (the "Bloch 2-Year GRAT", and together with the Khandros GRAT, Bloch GRAT, and Khandros 2-Year GRAT, the "GRATs"). As co-trustee of the Revocable Trust and the GRATs, Dr. Khandros may be deemed to beneficially own the shares held by the Revocable Trust and the GRATs. Dr. Khandros disclaims beneficial ownership of the shares held by the Revocable Trust and the GRATs except to the extent of his pecuniary interest therein. ( 3 )The stock option will fully vest on May 14, 2022.

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