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*
SC US (TTGP), LTD.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(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)
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 C Preferred Stock (1) (1) Common Stock 71,263 (1) I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3)
Series C Preferred Stock (1) (1) Common Stock 260,068 (1) I Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3)
Series D Preferred Stock (1) (1) Common Stock 7,756 (1) I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3)
Series D Preferred Stock (1) (1) Common Stock 28,306 (1) I Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3)
Series E Preferred Stock (1) (1) Common Stock 5,002 (1) I Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.(2)(3)
Series E Preferred Stock (1) (1) Common Stock 18,255 (1) I Sequoia Capital U.S. Venture XV Principals Fund, L.P.(2)(3)
1. Name and Address of Reporting Person*
SC US (TTGP), LTD.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XV (Q), L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL U.S. VENTURE XV PRINCIPALS FUND, L.P.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101

(Street)
MENLO PARK CA 94025

(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 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. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of Sequoia Capital U.S. Venture Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., and Sequoia Capital U.S. Venture XV Principals Fund, L.P. (collectively, the "SC XV Funds") and the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VI, L.P. and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (collectively, the "SC US GF VI Funds").
3. (Continued from footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the SC XV Funds and SC US GF VI Funds. Each of SC US (TTGP), Ltd., SC U.S. Venture XV Management, L.P., and SC U.S. Growth VI Management, L.P. disclaims beneficial ownership of the shares held by the SC XV Funds and SC US GF VI Funds, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Remarks:
Filing 3 of 3. Exhibit 24 - Power of Attorney
SC US (TTGP), Ltd., By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director 07/16/2020
Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., By: SC U.S. Venture XV Management, L.P., its general partner, By: SC US (TTGP), Ltd., its general partner, /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director 07/16/2020
Sequoia Capital U.S. Venture XV Principals Fund, L.P., By: SC U.S. Venture XV Management, L.P., its general partner, By: SC US (TTGP), Ltd., its general partner, /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director 07/16/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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