SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Shivji Alnoor (Last) (First) (Middle) C/O WAFERGEN BIO-SYSTEMS, INC., 46531 FREMONT BLVD. (Street) FREMONT CA 94538 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/21/2008	3. Issuer Name and Ticker or Trading Symbol WaferGen Bio-systems, Inc. [ WGBS.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/21/2008
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,253,520(1)	D
Common Stock	1,627,178(2)(3)(4)	I	By Shivji Family Trust dtd June 12, 2000(5)
Common Stock	0(6)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	05/31/2007	01/30/2012(7)	Common Stock	53,281	$1.41	D
Warrants	05/31/2007	02/28/2012(7)	Common Stock	17,760	$1.41	D
Warrants	05/31/2007	03/30/2012(7)	Common Stock	44,401	$1.41	D
Warrants	05/31/2007	05/31/2012	Common Stock	150,000	$2.25(8)	I	By Shivji Family Trust dtd June 12, 2000
Warrants	01/30/2007	01/30/2012	Common Stock	0	$0.76	D(9)
Warrants	02/28/2007	02/28/2012	Common Stock	0	$0.76	D(9)
Warrants	03/30/2007	03/30/2012	Common Stock	0	$0.76	D(9)
Stock Option (Right to Buy)	(10)	05/31/2017	Common Stock	166,666	$1.5	D
Stock Option (Right to Buy)	(11)	04/17/2018	Common Stock	75,000	$1.95	D
Restricted Stock Options	(12)	01/31/2016	Common Stock	0	$1.2	D(12)

Explanation of Responses:

1. 62,681 of these shares (the "AS Escrow Shares") were being held in escrow until May 31, 2009 in order to satisfy certain indemnification obligations that Mr. Shivji may have had under an Agreement and Plan of Merger and Reorganization by and among WaferGen Bio-systems, Inc., WaferGen, Inc. and WaferGen Acquisition Corp (the "Merger Agreement"). The reporting person's original Form 3 erroneously excluded the AS Escrow Shares from this line. The AS Escrow Shares were, however, included in the 410,726 Escrow Shares (as defined below) that were previously reported in error, and were erroneously omitted from the total in the amount of Securities Beneficially Owned Following Reported Transaction(s) columns of five (5) Forms 4 filed by the reporting person on the following dates: May 30, 2008; May 1, 2009; June 8, 2009; June 19, 2009; and October 19, 2009.

2. 54,821 of these shares (the "ST Escrow Shares") were being held in escrow until May 31, 2009 in order to satisfy certain indemnification obligations that Shivji Family Trust may have had under the Merger Agreement. The reporting person's original Form 3 erroneously excluded the ST Escrow Shares from this line. The ST Escrow Shares were, however, included in the 410,726 Escrow Shares that were previously reported in error, and were erroneously omitted from the total in the amount of Securities Beneficially Owned Following Reported Transaction(s) columns of twenty (20) Forms 4 filed by the reporting person on the following dates: May 30, 2008; July 24, 2008 (both Forms 4 filed on such date); December 4, 2008; December 11, 2008; December 18, 2008; December 29, 2008; January 2, 2009; (Continued to Footnote 3)

3. (Continued from Footnote 2) January 8, 2009; January 15, 2009; January 22, 2009; January 30, 2009; February 5, 2009; February 12, 2009; February 19, 2009; February 26, 2009; March 13, 2009 (both Forms 4 filed on such date); March 23, 2009; and June 8, 2009.

4. Includes 30,750 shares that were erroneously omitted from the reporting person's original Form 3 (but were included in his Form 3/A filed September 11, 2008) and also were omitted from a Form 4 filed by the reporting person on May 30, 2008.

5. The nature of the reporting person's indirect beneficial ownership of these shares was mistakenly reported as by "The Shivji Trust dtd June 12, 2000," rather than by "Shivji Family Trust dtd June 12, 2000" in the reporting person's Form 3 (as amended to date) and in three (3) Forms 4 filed on the following dates: May 30, 2008; and July 24, 2008 (in both Forms 4 filed on such date).

6. The reporting person had, in error, previously reported holding all 410,726 shares that were being held in escrow pursuant to the Merger Agreement (the "Escrow Shares"). Although the reporting person had sole voting power with respect to the Escrow Shares while they were held in escrow, he only had a pecuniary interest in the AS Escrow Shares and the ST Escrow Shares included therein.

7. The warrants listed on the first three lines of Table II were previously reported as expiring on May 31, 2012, and constituting a single class of warrants, in error.

8. The exercise price of these warrants was previously reported as $1.41 in error.

9. These warrants (the "Pre-Merger Warrants") were securities of WaferGen, Inc., rather than the issuer. The Pre-Merger Warrants were cancelled and replaced with the 115,442 warrants listed on the first three lines of Table II upon the closing of the Merger Agreement on May 31, 2007, and were included on the reporting person's Form 3 in error.

10. The option vests with respect to the first 25% of the shares subject to the option on May 31, 2008, and with respect to an additional 1/48th of the shares monthly thereafter.

11. The option vests with respect to the first 25% of the shares subject to the option on April 17, 2009, and with respect to an additional 1/48th of the shares monthly thereafter.

12. The reporting person's original Form 3 reported ownership of 134,979 Restricted Stock Options in error.

	/s/ Hector Brush, Attorney-in-Fact	04/09/2010
	** Signature of Reporting Person	Date
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 5 (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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