SEC FORM 4

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

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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^*

ROBERTS BRYAN E

(Last)

(First)

(Middle)

C/O 10X GENOMICS, INC.

6230 STONERIDGE MALL ROAD

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
10x Genomics, Inc. [ TXG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/17/2023		C		3,790,422	A	$0⁽¹⁾	3,790,422⁽²⁾	I	By Funds⁽³⁾
Class A Common Stock								411,205	I	By Trusts⁽⁴⁾
Class A Common Stock								86,638⁽⁵⁾	D⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	05/17/2023		C			3,790,422	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,790,422	$0	0	I	By Funds⁽⁷⁾

Explanation of Responses:

1. 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, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon 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.

2. On May 10, 2023, Venrock Associates VI, L.P. ("VA VI") and Venrock Partners VI, L.P. ("VP VI") distributed an aggregate of 1,037,825 shares of Class A Common Stock to their limited partners and general partners. Of the 1,037,825 shares distributed, 962,309 shares were distributed by VA VI to its general partner, Venrock Management VI, LLC ("VM VI") and 75,516 shares were distributed by VP VI to its general partner, Venrock Partners Management VI, LLC ("VPM VI").

3. Represents (a) 3,514,480 shares of Class A common stock held by VA VI and (b) 275,942 shares of Class A 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. The Reporting Person is a member of VM VI and VPM VI and disclaims beneficial ownership over all shares held by VA VI and VP VI, except to the extent of his indirect pecuniary interests therein.

4. These shares are held by trusts for the benefit of the Reporting Person and his family members.

5. On May 12, 2023, the Reporting Person received an aggregate of 83,893 shares of Class A Common Stock as part of the distribution of shares of VM VI and VPM VI.

6. Represents (a) 83,893 shares of Class A common stock held directly by the Reporting Person and (b) 2,745 shares of Class A common stock held on behalf of VR Management, LLC (the "Management Company"). The Reporting Person is a member of the Management Company. Under an agreement between the Reporting Person and the Management Company, the Reporting Person is deemed to hold the reported shares for the sole benefit of the Management Company and must exercise the reported shares solely upon the direction of the Management Company, which is entitled to the shares. The Management Company may be deemed the indirect beneficial owner of the reported shares, and the Reporting Person may be deemed the indirect beneficial owner of the reported shares through his interest in the Management Company. The Reporting Person disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

7. Represents (a) 0 shares of Class B common stock held by VA VI and (b) 0 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. Dr. Roberts is a member of VM VI and VPM VI and disclaims beneficial ownership over all shares held by VA VI and VP VI, except to the extent of his indirect pecuniary interests therein.

	/s/ Bryan E. Roberts	05/19/2023
	** 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 4 (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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