Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
15 November 2024 - 9:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Pacific Biosciences of California, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of
Securities)
69404D108
(CUSIP Number)
September 30, 2024
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*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).
| 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
23,391,915 Shares (2) |
| 6. |
Shared Voting Power
0 Shares |
| 7. |
Sole Dispositive Power
23,391,915 Shares (2) |
| 8. |
Shared Dispositive Power
0 Shares |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,391,915 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
8.6% (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 272,528,950 shares of the Issuer’s stock outstanding as of July 31, 2024, as set
forth in the Issuer’s Quarterly Reporting on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities
and Exchange Commission on August 9, 2024. |
| 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
23,391,915 Shares (2) |
| 7. |
Sole Dispositive Power
0 Shares |
| 8. |
Shared Dispositive Power
23,391,915 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,391,915 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
8.6% (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 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 272,528,950 shares of the Issuer’s stock outstanding as of
July 31, 2024, as set forth in the Issuer’s Quarterly Reporting on Form 10-Q for the quarter ended June 30, 2024,
filed with the Securities and Exchange Commission on August 9, 2024. |
| 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
1.3% (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 272,528,950 shares of the Issuer’s stock outstanding as of
July 31, 2024, as set forth in the Issuer’s Quarterly Reporting on Form 10-Q for the quarter ended June 30, 2024,
filed with the Securities and Exchange Commission on August 9, 2024. |
| 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
26,891,915 Shares (2) |
| 7. |
Sole Dispositive Power
0 Shares |
| 8. |
Shared Dispositive Power
26,891,915 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,891,915 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
9.9% (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) 23,391,915 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 272,528,950 shares of the Issuer’s stock outstanding as of
July 31, 2024, as set forth in the Issuer’s Quarterly Reporting on Form 10-Q for the quarter ended June 30, 2024,
filed with the Securities and Exchange Commission on August 9, 2024. |
| 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
23,391,915 Shares (2) |
| 7. |
Sole Dispositive Power
0 Shares |
| 8. |
Shared Dispositive Power
23,391,915 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,391,915 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
8.6% (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 272,528,950 shares of the Issuer’s stock outstanding as of
July 31, 2024, as set forth in the Issuer’s Quarterly Reporting on Form 10-Q for the quarter ended June 30, 2024,
filed with the Securities and Exchange Commission on August 9, 2024. |
| 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
23,391,915 Shares (2) |
| 7. |
Sole Dispositive Power
0 Shares |
| 8. |
Shared Dispositive Power
23,391,915 Shares (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,391,915 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
8.6% (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 272,528,950 shares of the Issuer’s stock outstanding as of
July 31, 2024, as set forth in the Issuer’s Quarterly Reporting on Form 10-Q for the quarter ended June 30, 2024,
filed with the Securities and Exchange Commission on August 9, 2024. |
| Item 1(a). |
Name of Issuer:
Pacific Biosciences of California, Inc. |
| |
|
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
1305 O’Brien Drive, Menlo Park, CA 94025 |
| |
|
| 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:
1149 Chestnut Street, Suite 200, 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 November 14, 2024: |
| 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) | |
| 23,391,915 | | |
| 0 | | |
| 23,391,915 | | |
| 0 | | |
| 23,391,915 | | |
| 23,391,915 | | |
| 8.6 | % |
| Madrone GP (1) | |
| 0 | | |
| 0 | | |
| 23,391,915 | | |
| 0 | | |
| 23,391,915 | | |
| 23,391,915 | | |
| 8.6 | % |
| Shimoda (2) | |
| 3,500,000 | | |
| 0 | | |
| 3,500,000 | | |
| 0 | | |
| 3,500,000 | | |
| 3,500,000 | | |
| 1.3 | % |
| Penner (1) (2) | |
| 0 | | |
| 0 | | |
| 26,891,915 | | |
| 0 | | |
| 26,891,915 | | |
| 26,891,915 | | |
| 9.9 | % |
| McJunkin (1) | |
| 0 | | |
| 0 | | |
| 23,391,915 | | |
| 0 | | |
| 23,391,915 | | |
| 23,391,915 | | |
| 8.6 | % |
| Patterson (1) | |
| 0 | | |
| 0 | | |
| 23,391,915 | | |
| 0 | | |
| 23,391,915 | | |
| 23,391,915 | | |
| 8.6 | % |
| (1) | Includes 23,391,915 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 272,528,950 shares of the Issuer’s stock outstanding as of July 31, 2024, as set
forth in the Issuer’s Quarterly Reporting on Form 10-Q for the quarter ended June 30, 2024, filed with the Securities
and Exchange Commission on August 9, 2024. |
| 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. |
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: November 14, 2024
| 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 |
|
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