Edgar Filing: COMPLETE GENOMICS INC

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP

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

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)

C/O ESSEX WOODLANDS HEALTH VENTURES, 21 WATERWAY AVENUE, SUITE 225

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

(Street)

THE WOODLANDS, TX 77380

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

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 (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		2,061,134	A	⁽¹⁾	2,061,134	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		1,159,218	A	⁽¹⁾	3,220,352	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		P⁽⁷⁾		546,268	A	$ 9	3,766,620	I	See Footnote ⁽²⁾
Common Stock, par value $0.001	11/16/2010		C		148,608	A	⁽¹⁾	148,608	I	See Footnote ⁽³⁾
Common Stock, par value $0.001	11/16/2010		C		83,580	A	⁽¹⁾	232,188	I	See Footnote ⁽³⁾
Common Stock, par value $0.001	11/16/2010		P⁽⁸⁾		39,386	A	$ 9	271,574	I	See Footnote ⁽³⁾
Common Stock, par value $0.001	11/16/2010		C		64,612	A	⁽¹⁾	64,612	I	See Footnote ⁽⁴⁾
Common Stock, par value $0.001	11/16/2010		C		36,339	A	⁽¹⁾	100,951	I	See Footnote ⁽⁴⁾
Common Stock, par value $0.001	11/16/2010		P⁽⁹⁾		17,124	A	$ 9	118,075	I	See Footnote ⁽⁴⁾

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 D Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

2,061,134

⁽⁵⁾

⁽⁶⁾

Common Stock

2,061,134

⁽¹⁾

See Footnote ⁽²⁾

Series D Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

148,608

⁽⁵⁾

⁽⁶⁾

Common Stock

148,608

⁽¹⁾

See Footnote ⁽³⁾

Series D Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

64,612

⁽⁵⁾

⁽⁶⁾

Common Stock

64,612

⁽¹⁾

See Footnote ⁽⁴⁾

Series E Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

1,159,218

⁽⁵⁾

⁽⁶⁾

Common Stock

1,159,218

⁽¹⁾

See Footnote ⁽²⁾

Series E Preferred Stock ⁽¹⁾

⁽¹⁾

01/16/2010

83,580

⁽⁵⁾

⁽⁶⁾

Common Stock

83,580

⁽¹⁾

See Footnote ⁽³⁾

Series E Preferred Stock ⁽¹⁾

⁽¹⁾

01/16/2010

36,339

⁽⁵⁾

⁽⁶⁾

Common Stock

36,339

⁽¹⁾

See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ESSEX WOODLANDS HEALTH VENTURES FUND VIII LP C/O ESSEX WOODLANDS HEALTH VENTURES 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX 77380		X
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A LP C/O ESSEX WOODLANDS HEALTH VENTURES 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX 77380		X
ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B LP C/O ESSEX WOODLANDS HEALTH VENTURES 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX 77380		X

Signatures

/s/ Jeff Himawan, Manager, Essex Woodlands Health Ventures Fund VIII, L.P.		11/16/2010
^**Signature of Reporting Person		Date
/s/ Jeff Himawan, Manager, Essex Woodlands Health Ventures Fund VIII-A, L.P.		11/16/2010
^**Signature of Reporting Person		Date
/s/ Jeff Himawan, Manager, Essex Woodlands Health Ventures Fund VIII-B, L.P.		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 D and Series E Preferred Stock will automatically convert on a 1 for 1 basis into common stock upon the closing of the Issuer's initial public offering.
(2)	The shares are owned by Essex Woodlands Health Ventures Fund VIII, L.P. ("Essex Woodlands Ventures Fund"). Essex Woodlands Health Ventures VIII, L.P. ("Essex Ventures L.P.") serves as the general partner of Essex Woodlands Ventures Fund and Essex Woodlands Health Ventures VIII, LLC ("Essex Ventures LLC") serves as the general partner of Essex Ventures L.P. James Currie, Ron Eastman, Jeff Himawan, Ph.D., Guido Neels, Martin Sutter, Immanuel Thangaraj, Petri Vainio, M.D., Ph.D. and Steve Wiggins are managing directors of Essex Ventures LLC and are deemed to have shared voting and investment power over the shares held by Essex Woodlands Ventures Fund. Each of the managing directors disclaims beneficial ownership of the shares held by Essex Woodlands Ventures Fund except to the extent of any pecuniary interest therein.
(3)	The shares are owned by Essex Woodlands Health Ventures Fund VIII A, L.P. ("Essex Woodlands Fund A"). Essex Ventures L.P. serves as the general partner of Essex Woodlands Fund A and Essex Ventures LLC serves as the general partner of Essex Ventures L.P. James Currie, Ron Eastman, Jeff Himawan, Ph.D., Guido Neels, Martin Sutter, Immanuel Thangaraj, Petri Yaino, M.D., Ph.D. and Steve Wiggans are managing directors of Essex Ventures LLC and are deemed to have shared voting and investment power over the shares held by Essex Woodlands Fund A. Each of the managing directors disclaims beneficial ownership of the shares held by Essex Woodlands Fund A except to the extent of any pecuniary interest therein.
(4)	The shares are owned by Essex Woodlands Health Ventures Fund VIII B, L.P. ("Essex Woodlands Fund B"). Essex Ventures L.P. serves as the general partner of Essex Woodlands Fund B and Essex Ventures LLC serves as the general partner of Essex Ventures L.P. James Currie, Ron Eastman, Jeff Himawan, Ph.D., Guido Neels, Martin Sutter, Immanuel Thangaraj, Petri Yaino, M.D., Ph.D. and Steve Wiggans are managing directors of Essex Ventures LLC and are deemed to have shared voting and investment power over the shares held by Essex Woodlands Fund B. Each of the managing directors disclaims beneficial ownership of the shares held by Essex Woodlands Fund B except to the extent of any pecuniary interest therein.
(5)	The securities are immediately convertible.
(6)	The expiration date is not relevant to the conversion of these securities.
(7)	Essex Woodlands Ventures Fund purchased an additional 546,268 shares of Issuer's common stock in connection with the initial public offering at the offering price of $9.00 per share.
(8)	Essex Woodlands Fund A purchased an additional 39,386 shares of Issuer's common stock in connection with the initial public offering at the offering price of $9.00 per share.
(9)	Essex Woodlands Fund B purchased an additional 17,124 shares of Issuer's common stock in connection with the initial public offering at the offering price of $9.00 per share.

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