SEC FORM 3

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^*

MARKS MICHAEL E

(Last)

(First)

(Middle)

5858 HORTON STREET, SUITE 320

(Street)

EMERYVILLE

94608

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2020

3. Issuer Name and Ticker or Trading Symbol
Berkeley Lights, Inc. [ BLI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,329,916	⁽¹⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	853,242	⁽¹⁾	I	See footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	742,942	⁽¹⁾	I	See footnote⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	191,655	⁽¹⁾	I	See footnote⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,230	⁽¹⁾	I	By Marks Family Trust⁽⁴⁾

Explanation of Responses:

1. Each share of Preferred Stock automatically converts on a one-for-one basis into Common stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.

2. Consists of shares held by Walden Riverwood Ventures, L.P. ("Walden"). Mr. Marks is a member of the investment committee of Walden Riverwood GP, LLC ("Walden GP"), which is the general partner of Walden. As a result, Mr. Marks may be deemed to beneficially own the shares held by Walden. Mr. Marks disclaims beneficial ownership of the shares held by Walden except to the extent of his pecuniary interest therein. Walden and Walden GP are filing separate statements of initial beneficial ownership on Forms 3.

3. Consists of shares held by WRV II, L.P. ("WRV II"). Mr. Marks is a member of the investment committee of WRV GP II, LLC, which is the general partner of WRV II. As a result, Mr. Marks may be deemed to beneficially own the shares held by the WRV II. Mr. Marks disclaims beneficial ownership of the shares held by WRV II and Walden except to the extent of his pecuniary interest therein. WRV II and Walden are filing separate statements of initial beneficial ownership on Forms 3.

4. As trustee of the Marks Family Trust (the "Trust"), Mr. Marks may be deemed to beneficially own the shares held by the Trust. Mr. Marks disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Stuart L. Merkadeau, Attorney-in-fact for Michael Marks	07/16/2020
	** 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).
Note: 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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