Edgar Filing: COMPLETE GENOMICS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HIGHLAND CAPITAL MANAGEMENT LP

2. Issuer Name and Ticker or Trading Symbol
COMPLETE GENOMICS INC [GNOM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL MANAGEMENT, 13455 NOEL ROAD, 8TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

(Street)

DALLAS, TX 75240

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	11/16/2010		C		465,596	A	⁽¹⁾	465,596	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		C		535,696	A	⁽⁴⁾	1,001,292	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		C		563,018	A	⁽⁴⁾	1,564,310	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		X		329,638	A	$ 1.5	1,893,948	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		F		54,940	D	$ 9	1,839,008	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		X		11,746	A	$ 7.56	1,850,754	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		F		9,867	D	$ 9	1,840,887	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		X		12,529	A	$ 7.56	1,853,416	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		F		10,525	D	$ 9	1,842,891	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		X		20,876	A	$ 7.56	1,863,767	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		F		17,536	D	$ 9	1,846,231	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		X		906	A	$ 7.56	1,847,137	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		F		762	D	$ 9	1,846,375	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		C		362,120	A	⁽¹⁾	362,120	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		C		52,969	A	⁽⁴⁾	415,089	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001	11/16/2010		C		233,402	A	⁽⁴⁾	648,491	I	See Footnotes ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

465,596

⁽⁵⁾

⁽⁶⁾

Common Stock

465,596

⁽¹⁾

See Footnotes ⁽²⁾ ⁽³⁾

Series C Preferred Stock ⁽¹⁾

⁽¹⁾

11/16/2010

362,120

⁽⁵⁾

⁽⁶⁾

Common Stock

362,120

⁽¹⁾

See Footnotes ⁽²⁾ ⁽³⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

535,696

⁽⁵⁾

⁽⁶⁾

Common Stock

535,696

⁽⁴⁾

See Footnotes ⁽²⁾ ⁽³⁾

Series D Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

52,969

⁽⁵⁾

⁽⁶⁾

Common Stock

52,969

⁽⁴⁾

See Footnotes ⁽²⁾ ⁽³⁾

Series E Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

563,018

⁽⁵⁾

⁽⁶⁾

Common Stock

563,018

⁽⁴⁾

See Footnotes ⁽²⁾ ⁽³⁾

Series E Preferred Stock ⁽⁴⁾

⁽⁴⁾

11/16/2010

233,402

⁽⁵⁾

⁽⁶⁾

Common Stock

233,402

⁽⁴⁾

See Footnotes ⁽²⁾ ⁽³⁾

Warrant to Purchase Common Stock

$ 1.5

11/16/2010

329,638

⁽⁷⁾

08/12/2016

Common Stock

329,638

$ 0

See Footnotes ⁽²⁾ ⁽³⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

11,746

⁽⁷⁾

02/13/2014

Common Stock

11,746

$ 0

See Footnotes ⁽²⁾ ⁽³⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

12,529

⁽⁷⁾

04/06/2014

Common Stock

12,529

$ 0

See Footnotes ⁽²⁾ ⁽³⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

20,876

⁽⁷⁾

06/12/2014

Common Stock

20,876

$ 0

See Footnotes ⁽²⁾ ⁽³⁾

Warrant to Purchase Series D Preferred Stock ⁽⁴⁾

$ 7.56

11/16/2010

906

⁽⁷⁾

08/05/2014

Common Stock

906

$ 0

See Footnotes ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HIGHLAND CAPITAL MANAGEMENT LP C/O HIGHLAND CAPITAL MANAGEMENT 13455 NOEL ROAD, 8TH FLOOR DALLAS, TX 75240		X
Strand Advisors, Inc. 13455 NOEL ROAD SUITE 800 DALLAS, TX 75240		X
DONDERO JAMES D 13455 NOEL ROAD, STE 1300 DALLAS, TX 75240		X

Signatures

/s/ James D. Dondero for Highland Capital Management, L.P.		11/16/2010
^**Signature of Reporting Person		Date
/s/ James D. Dondero for Strand Advisors, Inc.		11/16/2010
^**Signature of Reporting Person		Date
/s/ James D. Dondero		11/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series C Preferred Stock was automatically converted into common stock immediately prior to the completion of the Issuer's initial public offering. Shares are reported on an "as converted" basis giving effect to the 8.241076 conversion ratio applicable to such shares.
(2)	This statement is jointly filed by and on behalf of each of Highland Capital Management, L.P., Strand Advisors, Inc., and James D. Dondero. Highland acts as an investment adviser to, and manages investment and trading accounts of, other persons and may be deemed, through investment advisory contracts or otherwise, to beneficially own securities owned by other persons. Strand Advisors is the general partner of Highland and may be deemed to beneficially own securities owned by Highland. Mr. Dondero is the President and a director of Strand Advisors and may be deemed to beneficially own securities owned by Strand Advisors.
(3)	Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owners of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(4)	Each share of Series D and Series E Preferred Stock will automatically convert on a 1 for 1 basis into common stock upon the closing of the Issuer's initial public offering.
(5)	The securities are immediately convertible.
(6)	The expiration date is not relevant to the conversion of these securities.
(7)	The warrant is immediately exercisable.

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