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* Venrock Associates VI, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/11/2019	3. Issuer Name and Ticker or Trading Symbol 10x Genomics, Inc. [ TXG ]
		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)

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
Series A-2 Preferred Stock(1)(2)	(1)	(1)	Class B Common Stock(1)(2)(3)	7,819,645	(1)	I	By Funds(4)
Series B Preferred Stock(1)(2)	(1)	(1)	Class B Common Stock(1)(2)(3)	3,272,171	(1)	I	By Funds(5)

1. Name and Address of Reporting Person* Venrock Associates VI, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Partners VI, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Management VI, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Partners Management VI, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall automatically convert into Class B Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Additionally, all outstanding shares of Class B Common Stock will convert automatically into Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions) and upon the occurrence of certain other events set forth in the Issuer's Amended and Restated Certificate of Incorporation.

3. This Form 3 reflects the reclassification of each share of (i) Historical Class B Common Stock into one share of Class A Common Stock and (ii) Historical Class A Common Stock into one share of Class B Common Stock, in each case, to be effected immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

4. Represents (a) 7,250,375 shares of Class B common stock held by Venrock Associates VI, L.P. ("VA VI") and (b) 569,270 shares of Class B common stock held by Venrock Partners VI, L.P. ("VP VI"). Venrock Management VI, LLC ("VM VI"), is the sole general partner of VA VI. Venrock Partners Management VI, LLC ("VPM VI"), is the sole general partner of VP VI. VM VI and VPM VI expressly disclaim beneficial ownership over all shares held by VA VI and VP VI, except to the extent of their indirect pecuniary interests therein.

5. Represents (a) 3,033,957 shares of Class B common stock held by VA VI and (b) 238,214 shares of Class B common stock held by VP VI. VM VI is the sole general partner of VA VI. VPM VI is the sole general partner of VP VI. VM VI and VPM VI expressly disclaim beneficial ownership over all shares held by VA VI and VP VI, except to the extent of their indirect pecuniary interests therein.

Remarks:

	/s/ David L. Stepp, authorized signatory	09/11/2019
	** Signature of Reporting Person	Date
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