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* MARKS MICHAEL E (Last) (First) (Middle) 5858 HORTON STREET, SUITE 320 (Street) EMERYVILLE CA 94608 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Berkeley Lights, Inc. [ BLI ]	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) 07/16/2020
	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

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	07/16/2020		C		4,117,755	A	(1)	4,117,755	I	See footnote(2)
Common Stock	07/16/2020		C		19,230	A	(1)	19,230	I	By Marks Family Trust(3)

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
Series B Preferred Stock	(1)	07/16/2020		C			2,329,916	(1)	(1)	Common Stock	2,329,916	$0.00	0	I	See footnote(4)
Series C Preferred Stock	(1)	07/16/2020		C			853,242	(1)	(1)	Common Stock	853,242	$0.00	0	I	See footnote(4)
Series D Preferred Stock	(1)	07/16/2020		C			742,942	(1)	(1)	Common Stock	742,942	$0.00	0	I	See footnote(5)
Series E Preferred Stock	(1)	07/16/2020		C			191,655	(1)	(1)	Common Stock	191,655	$0.00	0	I	See footnote(5)
Series E Preferred Stock	(1)	07/16/2020		C			19,230	(1)	(1)	Common Stock	19,230	$0.00	0	I	By Marks Family Trust(3)

Explanation of Responses:

1. Each share of Preferred Stock automatically converted on a one-for-one basis into Common stock upon the closing of the Issuer's initial public offering

2. Following the transactions reported herein, consists of 3,183,158 shares held by Walden Riverwood Ventures, L.P. ("Walden") and 934,597 shares held by WRV II, L.P. ("WRV II"). Mr. Marks is a member of the investment committee of Walden Riverwood GP, LLC ("Walden GP"), which is the general partner of Walden. Mr. Marks is a member of the investment committee of WRV GP II, LLC ("WRV GP"), which is the general partner of WRV II. As a result, Mr. Marks may be deemed to beneficially own the shares held by Walden and WRV II. Mr. Marks disclaims beneficial ownership of the shares held by Walden and WRVII except to the extent of his pecuniary interest therein. Walden and WRV II are filing separate statements of changes in beneficial ownership on Forms 4.

3. As trustee of the Marks Family Trust (the "Trust"), Mr. Marks may be deemed to beneficially own the shares held by the Trust. Mr. Marks disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein.

4. Mr. Marks is a member of the investment committee of Walden GP, which is the general partner of Walden. As a result, Mr. Marks may be deemed to beneficially own the shares held by Walden. Mr. Marks disclaims beneficial ownership of the shares held by Walden except to the extent of his pecuniary interest therein. Walden and Walden GP are filing separate statements of change in beneficial ownership on Forms 4.

5. Mr. Marks is a member of the investment committee of WRV GP, which is the general partner of WRV II. As a result, Mr. Marks may be deemed to beneficially own the shares held by the WRV II. Mr. Marks disclaims beneficial ownership of the shares held by WRV II and Walden except to the extent of his pecuniary interest therein. WRV II and Walden are filing separate statements of initial change in beneficial ownership on Forms 4.

Remarks:

	/s/ Stuart L. Merkadeau, Attorney-in-fact for Michael Marks	07/20/2020
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.