KHANDROS IGOR Y Form 5 Filed 2021-02-16

FORM 5

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐	Form 3 Holdings Reported
☐	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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1. Name and Address of Reporting Person ^*

KHANDROS IGOR Y

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

(Last)

(First)

(Middle)

5858 HORTON STREET, SUITE 320

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

(Street)

EMERYVILLE, CA 94608

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting(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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	08/25/2020		G	500,000	D	$ 0	9,711,628	I	See footnote⁽¹⁾

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

Consists of (i) 9,338,910 shares held by the Khandros-Bloch Revocable Trust U/A/D 1/24/1997 ("Revocable Trust"), (ii) 100,757 shares held by the Khandros 2018 3-Year GRAT (the "Khandros GRAT"), (iii) 100,757 shares held by the Bloch 2018 3-Year GRAT (the "Bloch GRAT"), (iv) 85,602 shares held by the Khandros 2018 2-Year GRAT (the "Khandros 2-Year GRAT"), and (v) 85,602 shares held by the Bloch 2018 2-Year GRAT (the "Bloch 2-Year GRAT", and together with the Khandros GRAT, Bloch GRAT, and Khandros 2-Year GRAT, the "GRATs"). As co-trustee of the Revocable Trust and the GRATs, Dr. Khandros may be deemed to beneficially own the shares held by the Revocable Trust and the GRATs. Dr. Khandros disclaims beneficial ownership of the shares held by the Revocable Trust and the GRATs except to the extent of his pecuniary interest therein.

	Signatures
	/s/ Stuart L. Merkadeau, Attorney-in-fact for Igor Khandros	02/16/2021
	** Signature of Reporting Person	Date
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