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^*

Prospect Venture Partners III L P

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2010

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

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

Director	X	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)

	Form filed by One Reporting Person
X	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 Stcok, $0.001 par value	405,542	I	See Footnote (4)

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⁾	⁽²⁾	⁽³⁾	Common Stock	601,248	$0.00	I	See Footnote⁽⁴⁾
Series C Preferred Stock⁽⁵⁾	⁽²⁾	⁽³⁾	Common Stock	160,552	$0.00	I	See Footnote⁽⁴⁾
Series D Preferred Stock⁽⁶⁾	⁽²⁾	⁽³⁾	Common Stock	674,426	$0.00	I	See Footnote⁽⁴⁾
Series E Preferred Stock⁽⁶⁾	⁽²⁾	⁽³⁾	Common Stock	807,760	$0.00	I	See Footnote⁽⁴⁾
Warrant to Purchase Common Stock	⁽⁷⁾	04/12/2015	Common Stock	133,938	$1.5	I	See Footnote⁽⁴⁾
Warrant to Purchase Common Stock	⁽⁷⁾	06/22/2015	Common Stock	51,959	$1.5	I	See Footnote⁽⁴⁾
Warrant to Purchase Series D Preferred Stock⁽⁶⁾	⁽⁷⁾	02/13/2014	Common Stock	29,343	$7.56	I	See Footnote⁽⁴⁾
Warrant to Purchase Series D Preferred Stock⁽⁶⁾	⁽⁷⁾	04/06/2014	Common Stock	31,299	$7.56	I	See Footnote⁽⁴⁾
Warrant to Purchase Series D Preferred Stock⁽⁶⁾	⁽⁷⁾	06/12/2014	Common Stock	10,240	$7.56	I	See Footnote⁽⁴⁾
Warrant to Purchase Series D Preferred Stock⁽⁶⁾	⁽⁷⁾	08/05/2014	Common Stock	990	$7.56	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Prospect Venture Partners III L P

(Last)

(First)

(Middle)

C/O PROSPECT VENTURE PARTNERS

435 TASSO STREET, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Prospect Management Co. III, L.L.C.

(Last)

(First)

(Middle)

435 TASSO STREET

SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series B Preferred Stock will automatically convert into common stock upon the closing 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.

2. The securities are immediately convertible.

3. The expiration date is not relevant to the conversion of these securities.

4. The shares are owned by Prospect Venture Partners III, L.P. ("PVP III"). Prospect Management Co. III, L.L.C. ("PMC III") serves as the general partner of PVP III and possesses sole voting and investment control over the shares owned by PVP III and may be deemed to have indirect beneficial ownership of the shares held by PVP III. PMC III however owns no securities of the Issuer directly. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.

5. Each share of Series C Preferred Stock will automatically convert into common stock upon the closing 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.

6. 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.

7. The warrant is immediately exercisable.

	/s/ Managing Director, Prospect Management Co. III LLC, its General Partner, PROSPECT VENTURE PARTNERS III. L.P.	11/10/2010
	/s/ Managing Director, PROSPECT MANAGEMENT CO. II, LLC	11/10/2010
	** 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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