Statement of Changes in Beneficial Ownership (4)
March 18 2013 - 6:49PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WALL ROBERT T
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2. Issuer Name
and
Ticker or Trading Symbol
COMPLETE GENOMICS INC
[
GNOM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
P.O. BOX 4997
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/14/2013
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(Street)
GREENWOOD VILLAGE, CO 80155-4997
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001
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3/14/2013
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D
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51666
(1)
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D
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$3.15
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0
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D
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$1.91
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3/18/2013
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D
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8000
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(3)
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6/21/2022
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Common Stock
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8000
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$1.24
(3)
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0
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D
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Restricted Stock Units
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(4)
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3/18/2013
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D
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834
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(4)
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(4)
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Common Stock
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834
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$3.15
(4)
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0
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D
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Restricted Stock Units
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(5)
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3/18/2013
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D
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4000
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(5)
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(5)
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Common Stock
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4000
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$3.15
(5)
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0
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D
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Explanation of Responses:
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(
1)
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These shares were tendered to Beta Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of BGI-Shenzhen, pursuant to Purchaser's offer to purchase all of the outstanding shares of the Issuer at a price of $3.15 per share (the "Per Share Merger Consideration"), without interest, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on September 25, 2012 and in the related Letter of Transmittal, together with any amendments or supplements thereto, and the Agreement and Plan of Merger, dated as of September 15, 2012 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, on March 18, 2013, the Issuer completed its merger (the "Merger") with BGI-Shenzhen, whereby the Issuer became a wholly owned subsidiary of BGI-Shenzhen.
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(
2)
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No shares are held by the Wall Family Investment Partnership, Ltd. of which Reporting Person is the Sole General Partner following the Merger.
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(
3)
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In accordance with the terms of the Merger Agreement, each option to acquire shares of the Issuer (whether vested or unvested) that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the option and the excess, if any, of the Per Share Merger Consideration over the exercise price per share of each respective award, less any required withholding taxes. The award, which provided for vesting in 36 successive and equal monthly installments measured from June 22, 2012, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the option agreement and the Merger Agreement.
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(
4)
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Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. In accordance with the terms of the Merger Agreement, each restricted stock unit that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the restricted stock unit and the Per Share Merger Consideration, less any required withholding taxes. The award, which provided for vesting in three successive and equal annual installments measured from November 30, 2010, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the restricted stock unit agreement and the Merger Agreement.
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(
5)
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Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. In accordance with the terms of the Merger Agreement, each restricted stock unit that was outstanding immediately prior to the consummation of the Merger was canceled in exchange for the right to receive an amount in cash equal to the product of the number of shares of Issuer common stock subject to the restricted stock unit and the Per Share Merger Consideration, less any required withholding taxes. The award, which provided for vesting in three successive and equal annual installments measured from June 22, 2012, accelerated and became fully vested upon the consummation of the Merger, pursuant to the terms of the restricted stock unit agreement and the Merger Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WALL ROBERT T
P.O. BOX 4997
GREENWOOD VILLAGE, CO 80155-4997
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X
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Signatures
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/s/ Maureen Monahan, Attorney in Fact for Mr. Wall
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3/18/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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