Edgar Filing: SENYEI ANDREW E

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SENYEI ANDREW E

2. Issuer Name and Ticker or Trading Symbol
COMPLETE GENOMICS INC [GNOM]

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 ENTERPRISE PARTNERS, 2223 AVENIDA DE LA PLAYA, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

(Street)

LA JOLLA, CA 92037-3218

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	11/16/2010		C		315,746	A	⁽¹⁾	315,746	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		257,677	A	⁽³⁾	573,423	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		177,084	A	⁽⁴⁾	750,507	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		488,789	A	⁽⁵⁾	1,239,296	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		547,094	A	⁽⁵⁾	1,786,390	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		308,930	A	$ 1.5	2,095,320	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		51,489	D	$ 9	2,043,831	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		32,364	A	$ 7.56	2,076,195	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		27,186	D	$ 9	2,049,009	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		17,261	A	$ 7.56	2,066,270	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		14,500	D	$ 9	2,051,770	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		2,958	A	$ 7.56	2,054,728	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		2,485	D	$ 9	2,052,243	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		X		1,096	A	$ 7.56	2,053,339	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		F		921	D	$ 9	2,052,418	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

315,746

⁽⁸⁾

⁽⁹⁾

Common Stock

315,746

⁽¹⁾

See Footnote ⁽²⁾

Series B Preferred Stock ⁽³⁾

⁽³⁾

11/16/2010

257,677

⁽⁸⁾

⁽⁹⁾

Common Stock

257,677

⁽³⁾

See Footnote ⁽²⁾

Series C Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

177,084

⁽⁸⁾

⁽⁹⁾

Common Stock

177,084

⁽⁴⁾

See Footnote ⁽²⁾

Series D Preferred Stock ⁽⁵⁾

⁽⁵⁾

11/16/2010

488,789

⁽⁸⁾

⁽⁹⁾

Common Stock

488,789

⁽⁵⁾

See Footnote ⁽²⁾

Series D Preferred Stock ⁽⁵⁾

⁽⁵⁾

11/16/2010

66,138

⁽⁸⁾

⁽⁹⁾

Common Stock

66,138

⁽⁵⁾

See Footnote ⁽⁶⁾

Series D Preferred Stock ⁽⁵⁾

⁽⁵⁾

11/16/2010

176,737

⁽⁸⁾

⁽⁹⁾

Common Stock

176,737

⁽⁵⁾

See Footnote ⁽⁷⁾

Series E Preferred Stock ⁽⁵⁾

⁽⁵⁾

11/16/2010

547,094

⁽⁸⁾

⁽⁹⁾

Common Stock

547,094

⁽⁵⁾

See Footnote ⁽²⁾

Series E Preferred Stock ⁽⁵⁾

⁽⁵⁾

11/16/2010

27,049

⁽⁸⁾

⁽⁹⁾

Common Stock

27,049

⁽⁵⁾

See Footnote ⁽⁶⁾

Series E Preferred Stock ⁽⁵⁾

⁽⁵⁾

11/16/2010

259,458

⁽⁸⁾

⁽⁹⁾

Common Stock

259,458

⁽⁵⁾

See Footnote ⁽⁷⁾

Warrant to Purchase Common Stock

$ 1.5

11/16/2010

308,930

⁽¹⁰⁾

08/12/2016

Common Stock

308,930

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock

$ 1.5

11/16/2010

138,794

⁽¹⁰⁾

08/12/2016

Common Stock

138,794

$ 0

See Footnote ⁽⁷⁾

Warrant to Purchase Series B Preferred Stock ⁽³⁾

$ 11.642 ⁽¹¹⁾

11/16/2010

J⁽¹²⁾

924

⁽¹⁰⁾

02/21/2012

Common Stock

924

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Series B Preferred Stock ⁽³⁾

$ 11.642 ⁽¹¹⁾

11/16/2010

J⁽¹²⁾

242

⁽¹⁰⁾

03/12/2012

Common Stock

242

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Series D Preferred Stock ⁽⁵⁾

$ 7.56

11/16/2010

32,364

⁽¹⁰⁾

02/13/2014

Common Stock

32,364

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Series D Preferred Stock ⁽⁵⁾

$ 7.56

11/16/2010

17,261

⁽¹⁰⁾

04/06/2014

Common Stock

17,261

$ 0

See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SENYEI ANDREW E C/O ENTERPRISE PARTNERS 2223 AVENIDA DE LA PLAYA, SUITE 300 LA JOLLA, CA 92037-3218	X	X

Signatures

/s/ Andrew E. Senyei		11/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 4.615101 conversion ratio applicable to such shares.
(2)	The shares are owned by Enterprise Partners VI, LP ("Enterprise VI"). Enterprise Management Partners VI, LLC ("Enterprise VI LLC") serves as the general partner of Enterprise VI. Andrew E. Senyei, M.D. is a managing director of Enterprise VI LLC and shares voting and investment power over the shares held by Enterprise VI. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(3)	Each share of Series B Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 5.926613 conversion ratio applicable to such shares.
(4)	Each share of Series C Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 8.241076 conversion ratio applicable to such shares.
(5)	Each share of Series D and Series E Preferred Stock was automatically converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering.
(6)	The shares are owned by Enterprise Partners Management, LLC ("Enterprise LLC"). Andrew E. Senyei, M.D. is a managing director of Enterprise LLC and shares voting and investment power over the shares held by Enterprise LLC. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(7)	The shares are owned by Enterprise Partners V, LP ("Enterprise V"). Enterprise Management Partners V, LLC ("Enterprise V LLC") serves as the general partner of Enterprise V. Andrew E. Senyei, M.D. is a managing director of Enterprise V LLC and shares voting and investment power over the shares held by Enterprise V. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(8)	The securities are immediately convertible.
(9)	The expiration date is not relevant to the conversion of these securities.
(10)	The warrant is immediately exercisable.
(11)	The Exercise Price of the Warrant to Purchase Series B Preferred Stock is $69.00 per share of Series B Preferred Stock. The exercise price is reported on an "as converted" basis after giving effect to the 5.926613 conversion ratio.
(12)	Warrant canceled pursuant to its terms concurrent with closing of Issuer's initial public offering.
Remarks: Form 1 of 2

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