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* SC US (TTGP), LTD. (Last) (First) (Middle) 2800 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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) Director X 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) 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	07/16/2020		C		1,993,573	A	(1)	1,993,573	I	Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3)
Common Stock	07/16/2020		C		30,179	A	(1)	30,179	I	Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(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 C Preferred Stock	(1)	07/16/2020		C			1,690,852	(1)	(1)	Common Stock	1,690,852	$0.00	0	I	Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3)
Series C Preferred Stock	(1)	07/16/2020		C			25,597	(1)	(1)	Common Stock	25,597	$0.00	0	I	Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3)
Series D Preferred Stock	(1)	07/16/2020		C			184,034	(1)	(1)	Common Stock	184,034	$0.00	0	I	Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3)
Series D Preferred Stock	(1)	07/16/2020		C			2,786	(1)	(1)	Common Stock	2,786	$0.00	0	I	Sequoia Capital U.S. Venture Partners Fund XV, L.P.(2)(3)
Series E Preferred Stock	(1)	07/16/2020		C			118,687	(1)	(1)	Common Stock	118,687	$0.00	0	I	Sequoia Capital U.S. Venture Fund XV, L.P.(2)(3)
Series E Preferred Stock	(1)	07/16/2020		C			1,796	(1)	(1)	Common Stock	1,796	$0.00	0	I	Sequoia Capital U.S. Venture Partners Fund XV, 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 FUND XV, 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 PARTNERS FUND XV, 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 converted on a one-for-one basis into common stock upon the closing of the Issuer's initial public offering.

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 Fund. 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 2 of 3. Due to the limitations of the electronic filing system Sequoia Capital U.S. Growth Fund VI, L.P, Sequoia Capital U.S. Growth VI Principals Fund, L.P., Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., Sequoia Capital U.S. Venture XV Principals Fund, L.P., SC US (TTGP), Ltd., SC U.S. Venture XV Management, L.P., and SC U.S. Growth VI Management, L.P. are filing a separate Form 4.

	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.	07/20/2020
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture XV Management, L.P.	07/20/2020
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture XV Management, L.P., the General Partner of Sequoia Capital U.S. Venture Fund XV, L.P.	07/20/2020
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture XV Management, L.P., the General Partner of Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P.	07/20/2020
	** Signature of Reporting Person	Date
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