SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SCHRODER VENTURE MANAGERS LTD (Last) (First) (Middle) 22 CHURCH STREET (Street) HAMILTON HM 11 BERMUDA D0 0 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Solexa, Inc. [ SLXA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/21/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year) 04/25/2005	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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/21/2005	(1)(20)	P		330,730	A	(16)	2,119,495	I	See Footnote(2)(8)
Common Stock	04/21/2005	(1)(20)	P		140,857	A	(16)	902,683	I	See Footnote(3)(8)
Common Stock	04/21/2005	(1)(20)	P		37,538	A	(16)	240,560	I	See Footnote(4)(8)
Common Stock	04/21/2005	(1)(20)	P		9,511	A	(16)	60,952	I	See Footnote(5)(8)
Common Stock	04/21/2005	(1)(20)	P		40,736	A	(16)	261,056	I	See Footnote(6)(8)
Common Stock	04/21/2005	(1)(20)	P		5,102	A	(16)	32,698	I	See Footnote(7)(8)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$5	04/21/2005	(1)(20)	P		165,365		(18)	(19)	Common Stock	165,365	(17)	165,365	I	See Footnote(9)(15)
Warrant (right to buy)	$5	04/21/2005	(1)(20)	P		70,428		(18)	(19)	Common Stock	70,428	(17)	70,428	I	See Footnote(10)(15)
Warrant (right to buy)	$5	04/21/2005	(1)(20)	P		18,769		(18)	(19)	Common Stock	18,769	(17)	18,769	I	See Footnote(11)(15)
Warrant (right to buy)	$5	04/21/2005	(1)(20)	P		4,756		(18)	(19)	Common Stock	4,756	(17)	4,756	I	See Footnote(12)(15)
Warrant (right to buy)	$5	04/21/2005	(1)(20)	P		20,368		(18)	(19)	Common Stock	20,368	(17)	20,368	I	See Footnote(13)(15)
Warrant (right to buy)	$5	04/21/2005	(1)(20)	P		2,551		(18)	(19)	Common Stock	2,551	(17)	2,551	I	See Footnote(14)(15)

1. Name and Address of Reporting Person* SCHRODER VENTURE MANAGERS LTD (Last) (First) (Middle) 22 CHURCH STREET (Street) HAMILTON HM 11 BERMUDA D0 0 (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* SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme (Last) (First) (Middle) C/O GOODWIN PROCTER 53 STATE STREET (Street) BOSTON MA 02109 (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* Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. (Last) (First) (Middle) C/O GOODWIN PROCTER 53 STATE STREET (Street) BOSTON MA 02109 (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* Schroder Ventures International Life Sciences Fund II L.P.3 (Last) (First) (Middle) C/O GOODWIN PROCTER 53 STATE STREET (Street) BOSTON MA 02109 (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* Schroder Ventures International Life Sciences Fund II L.P.2 (Last) (First) (Middle) C/O GOODWIN PROCTER 53 STATE STREET (Street) BOSTON MA 02109 (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* SV (Nominees) LTD as Nominee of Schroder Ventures Investments LTD (Last) (First) (Middle) C/O GOODWIN PROCTER 53 STATE STREET (Street) BOSTON MA 02109 (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* SCHRODER VENTURES MANAGERS INC (Last) (First) (Middle) 787 SEVENTH AVENUE 29TH FLOOR (Street) NEW YORK NY 10019 (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* SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II LP1 (Last) (First) (Middle) 787 SEVENTH AVENUE 34TH FLOOR (Street) NEW YORK NY 10019 (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. On April 21, 2005, Schroder Ventures International Life Sciences Fund II L.P.1 ("ILSF LP1"), Schroder Ventures International Life Sciences Fund II L.P.2 ("ILSF LP2"), Schroder Ventures International Life Sciences Fund II L.P.3 ("ILSF LP3"), SITCO Nominees Ltd. -- VC 01903 as Nominee for Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme ("Co-Invest"), SV (Nominees) Limited as Nominee for Schroder Ventures Investments Limited ("SVIL") and Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. ("Strategic Partners") (each a "Fund", or collectively the "Funds") entered into a Securities Purchase Agreement (the "Agreement") with Solexa, Inc. (the "Company") pursuant to which the Funds will acquire shares of Company common stock and warrants for the purchase of Company common stock, subject to the approval of the transaction by the Company's shareholders and the satisfaction of certain other conditions outlined in the Agreement.

2. These shares will be owned directly by ILSF LP1. Schroder Venture Managers Inc. ("SVMI"), the general partner of ILSF LP1, and Schroder Venture Managers Limited ("SVML"), investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP1 except to the extent of any pecuniary interest therein.

3. These shares will be owned directly by ILSF LP2. SVMI, the general partner of ILSF LP2, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP2 except to the extent of any pecuniary interest therein.

4. These shares will be owned directly by ILSF LP3. SVMI, the general partner of ILSF LP3, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP3. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP3 except to the extent of any pecuniary interest therein.

5. These shares will be owned directly by Co-Invest. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by Co-Invest because of a contractual relationship between Co-Invest and SVMI. SVMI and SVML disclaim beneficial ownership of shares held by Co-Invest except to the extent of any pecuniary interest therein.

6. These shares will be owned directly by SVIL. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by SVIL because of a contractual relationship between SVIL and SVMI. SVMI and SVML disclaim beneficial ownership of shares held by SVIL except to the extent of any pecuniary interest therein.

7. These shares will be owned directly by Strategic Partners. SVMI, the general partner of Strategic Partners, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by Strategic Partners. SVMI and SVML disclaim beneficial ownership of shares held by Strategic Partners except to the extent of any pecuniary interest therein.

8. Each Fund may be deemed to beneficially own the shares held by the Funds because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any Fund except to the extent of any pecuniary interest therein.

9. These warrants will be owned directly by ILSF LP1. SVMI, the general partner of ILSF LP1, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP1 except to the extent of any pecuniary interest therein.

10. These warrants will be owned directly by ILSF LP2. SVMI, the general partner of ILSF LP2, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP2 except to the extent of any pecuniary interest therein.

11. These warrants will be owned directly by ILSF LP3. SVMI, the general partner of ILSF LP3, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP3. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP3 except to the extent of any pecuniary interest therein.

12. These warrants will be owned directly by Co-Invest. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Co-Invest because of a contractual relationship between Co-Invest and SVMI. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Co-Invest except to the extent of any pecuniary interest therein.

13. These warrants will be owned directly by SVIL. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by SVIL because of a contractual relationship between SVIL and SVMI. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by SVIL except to the extent of any pecuniary interest therein.

14. These warrants will be owned directly by Strategic Partners. SVMI, the general partner of Strategic Partners, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Strategic Partners. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Strategic Partners except to the extent of any pecuniary interest therein.

15. Each Fund may be deemed to beneficially own the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by the Funds because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by any Fund except to the extent of any pecuniary interest therein.

16. Under the terms of the Agreement, these shares of Common Stock will be acquired for approximately $4.00 per share.

17. An unspecified percentage of the total consideration paid by the Funds under the Agreement will represent consideration for the Warrants.

18. The Warrants may be exercised at the election of the holder one hundred and eighty (180) days after the date of issuance.

19. The Warrants will expire five (5) years after the date of issuance.

20. This filing amends a Form 4 filed on April 25, 2005 and is intended to clarify the numerous conditions precedent, namely shareholder approval of the transaction, to the consummation of the described acquisitions.

	/s/ Gary Carr /s/ Douglas Mello	04/27/2005
	** Signature of Reporting Person	Date
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