Form SC 13G PACIFIC BIOSCIENCES OF Filed by: MADRONE CAPITAL PARTNERS, LLC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Pacific Biosciences of California, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
69404D108
(CUSIP Number)
March 15, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 69404D108 |
| 1. |
Names of Reporting Persons Madrone Opportunity Fund, L.P. |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) |
| (a) | |
| (b) x (1) | |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 13,415,933 Shares (2) |
| 6. |
Shared Voting Power 0 Shares | |
| 7. |
Sole Dispositive Power 13,415,933 Shares (2) | |
| 8. |
Shared Dispositive Power 0 Shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,415,933 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 6.0% (3) | |
| 12. |
Type of Reporting Person (see instructions) PN | |
| (1) | This Schedule 13G is filed by Madrone Opportunity Fund, L.P. (“Madrone”), Madrone Capital Partners, LLC (“Madrone GP”), Shimoda Holdings, LLC (“Shimoda”), Greg Penner (“Penner”), Jameson McJunkin (“McJunkin”) and Thomas Patterson (“Patterson” and, together with the Madrone, Madrone GP, Shimoda, Penner and McJunkin, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone. |
| (3) | This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022. |
| Page 2 of 12 pages |
| CUSIP No. 69404D108 |
| 1. |
Names of Reporting Persons Madrone Capital Partners, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
| (a) | |
| (b) x (1) | |
| 3. | SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 Shares |
| 6. |
Shared Voting Power 13,415,933 Shares (2) | |
| 7. |
Sole Dispositive Power 0 Shares | |
| 8. |
Shared Dispositive Power 13,415,933 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,415,933 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 6.0% (3) | |
| 12. |
Type of Reporting Person (see instructions) OO | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone. |
| (3) | This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022. |
| Page 3 of 12 pages |
| CUSIP No. 69404D108 |
| 1. |
Names of Reporting Persons Shimoda Holdings, LLC | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization Delaware | |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 Shares |
| 6. |
Shared Voting Power 3,500,000 Shares (2) | |
| 7. |
Sole Dispositive Power 0 Shares | |
| 8. |
Shared Dispositive Power 3,500,000 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,500,000 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 1.6% (3) | |
| 12. |
Type of Reporting Person (see instructions) OO | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Shimoda. Penner is a Vice President and Manager of Shimoda and shares voting and dispositive power over the shares held by Shimoda. |
| (3) | This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022. |
| Page 4 of 12 pages |
| CUSIP No. 69404D108 |
| 1. |
Names of Reporting Persons Greg Penner | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization United States | |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 Shares |
| 6. |
Shared Voting Power 16,915,933 Shares (2) | |
| 7. |
Sole Dispositive Power 0 Shares | |
| 8. |
Shared Dispositive Power 16,915,933 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 16,915,933 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 7.5% (3) | |
| 12. |
Type of Reporting Person (see instructions) IN | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 13,415,933 shares held by Madrone and (ii) 3,500,000 shares held by Shimoda. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone. Penner is a Vice President and Manager of Shimoda and shares voting and dispositive power over the shares held by Shimoda. |
| (3) | This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022. |
| Page 5 of 12 pages |
| CUSIP No. 69404D108 |
| 1. |
Names of Reporting Persons Jameson McJunkin | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization United States | |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 Shares |
| 6. |
Shared Voting Power 13,415,933 Shares (2) | |
| 7. |
Sole Dispositive Power 0 Shares | |
| 8. |
Shared Dispositive Power 13,415,933 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,415,933 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 6.0% (3) | |
| 12. |
Type of Reporting Person (see instructions) IN | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone. |
| (3) | This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022. |
| Page 6 of 12 pages |
| CUSIP No. 69404D108 |
| 1. |
Names of Reporting Persons Thomas Patterson | |
| 2. |
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
| (a) | ||
| (b) x (1) | ||
| 3. | SEC USE ONLY
| |
| 4. |
Citizenship or Place of Organization United States | |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. |
Sole Voting Power 0 Shares |
| 6. |
Shared Voting Power 13,415,933 Shares (2) | |
| 7. |
Sole Dispositive Power 0 Shares | |
| 8. |
Shared Dispositive Power 13,415,933 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 13,415,933 Shares (2) | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
¨ |
| 11. |
Percent of Class Represented by Amount in Row 9 6.0% (3) | |
| 12. |
Type of Reporting Person (see instructions) IN | |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The shares are held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone. |
| (3) | This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022. |
| Page 7 of 12 pages |
| Item 1(a). | Name of Issuer: Pacific Biosciences of California, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 2 Circle Star Way, San Carlos, CA 94070 |
| Item 2(a). | Name of Person Filing: Madrone Opportunity Fund, L.P. (“Madrone”) Madrone Capital Partners, LLC (“Madrone GP”) Shimoda Holdings, LLC (“Shimoda”) Greg Penner (“Penner”) Jameson McJunkin (“McJunkin”) Thomas Patterson (“Patterson”) |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: 1305 O’Brien Drive, Menlo Park, CA 94025 |
| Item 2(c). | Citizenship: All entities were organized in Delaware All individuals are United States Citizens |
| Item 2(d). | Title of Class of Securities: Common Stock |
| Item 2(e). | CUSIP Number: 69404D108 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. |
| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of June 1, 2022: |
| Fund Entities | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (3) | |||||||||||||||||||||
| Madrone (1) | 13,415,933 | 0 | 13,415,933 | 0 | 13,415,933 | 13,415,933 | 6.0 | % | ||||||||||||||||||||
| Madrone GP (1) | 0 | 0 | 13,415,933 | 0 | 13,415,933 | 13,415,933 | 6.0 | % | ||||||||||||||||||||
| Shimoda (2) | 3,500,000 | 0 | 3,500,000 | 0 | 3,500,000 | 3,500,000 | 1.6 | % | ||||||||||||||||||||
| Penner (1) (2) | 0 | 0 | 16,915,933 | 0 | 16,915,933 | 16,915,933 | 7.5 | % | ||||||||||||||||||||
| McJunkin (1) | 0 | 0 | 13,415,933 | 0 | 13,415,933 | 13,415,933 | 6.0 | % | ||||||||||||||||||||
| Patterson (1) | 0 | 0 | 13,415,933 | 0 | 13,415,933 | 13,415,933 | 6.0 | % | ||||||||||||||||||||
| (1) | Includes 13,415,933 shares held by Madrone. Madrone GP is the general partner of Madrone. Penner, McJunkin and Patterson are managers of Madrone GP and share voting and dispositive power over the shares held by Madrone. |
| (2) | Includes 3,500,000 shares held by Shimoda. Penner is a Vice President and Manager of Shimoda and shares voting and dispositive power over the shares held by Shimoda. |
| (3) | This percentage is calculated based on 224,383,347 shares of the Issuer’s stock outstanding as of April 30, 2022, as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on May 6, 2022. |
| Page 8 of 12 pages |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
| Page 9 of 12 pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 1, 2022
| Madrone Opportunity Fund, L.P. | ||
| By: | Madrone Capital Partners, LLC | |
| Its | General Partner | |
| By: | /s/ Greg Penner | |
| Name: Greg Penner | ||
| Title: Manager | ||
| Madrone Capital Partners, LLC | ||
| By: | /s/ Greg Penner | |
| Name: Greg Penner | ||
| Title: Manager | ||
| Shimoda Holdings, LLC | ||
| By: | /s/ Greg Penner | |
| Name: Greg Penner | ||
| Title: Vice President and Manager | ||
| /s/ Greg Penner | ||
| Greg Penner | ||
| /s/ Thomas Patterson | ||
| Thomas Patterson | ||
| /s/ Jameson McJunkin | ||
| Jameson McJunkin | ||
| Page 10 of 12 pages |
EXHIBITS
| A: | Joint Filing Agreement |
| Page 11 of 12 pages |
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Pacific Biosciences of California, Inc. is filed on behalf of each of us.
Dated: June 1, 2022
| Madrone Opportunity Fund, L.P. | ||
| By: | Madrone Capital Partners, LLC | |
| Its | General Partner | |
| By: | /s/ Greg Penner | |
| Name: Greg Penner | ||
| Title: Manager | ||
| Madrone Capital Partners, LLC | ||
| By: | /s/ Greg Penner | |
| Name: Greg Penner | ||
| Title: Manager | ||
| Shimoda Holdings, LLC | ||
| By: | /s/ Greg Penner | |
| Name: Greg Penner | ||
| Title: Vice President and Manager | ||
| /s/ Greg Penner | ||
| Greg Penner | ||
| /s/ Thomas Patterson | ||
| Thomas Patterson | ||
| /s/ Jameson McJunkin | ||
| Jameson McJunkin | ||
| Page 12 of 12 pages |
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