UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
SCHEDULE 13G/A
Amendment No. 2
 
Under the Securities Exchange Act of 1934

Pacific Biosciences of California, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
69404D108
(CUSIP Number)
 
December 31, 2017
(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)
 
☒
 
Rule 13d-1(c)
 
☐
 
Rule 13d-1(d)
 
  
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 (the “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
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Larry N. Feinberg
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
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
 
575,000
6
 
SHARED VOTING POWER
 
7,878,375
7
 
SOLE DISPOSITIVE POWER
 
575,000
8
 
SHARED DISPOSITIVE POWER
 
7,878,375
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,453,375
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.27%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities Exchange Commission (the “SEC”) on November 2, 2017 (the “Quarterly Report”).
 
 
 
 
 1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Partners, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
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
6
 
SHARED VOTING POWER
 
5,683,437
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
5,683,437
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,683,437
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.89%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in the Quarterly Report.
 
 1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Institutional  Partners, L.P.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
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
6
 
SHARED VOTING POWER
 
838,818
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
838,818
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
838,818
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.72%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in the Quarterly Report.
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Ten Fund Master, LP
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
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
6
 
SHARED VOTING POWER
 
1,124,620
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
1,124,620
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,124,620
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.97%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
\
 
 
 
 
 
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in the Quarterly Report.


1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Investment Management Employees Retirement Fund
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
3
 
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
190,000
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
190,000
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
190,000
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.16%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
\
 
 
 
 
 
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in the Quarterly Report.
 

 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Feinberg Family Foundation
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
3
 
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
41,500
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
41,500
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,500
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.04%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
\
 
 
 
 
 
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in the Quarterly Report.
 
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Associates, LLC
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
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
6
 
SHARED VOTING POWER
 
7,646,875
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
7,646,875
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,646,875
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.58%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
PN
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in the Quarterly Report.
 

1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Oracle Investment Management, Inc.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a)  ☐
(b)  ☐
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
6
 
SHARED VOTING POWER
 
7,836,875
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
7,836,875
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,836,875
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
  ☐
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.74%*
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
\
 
 
 
 
 
* Calculated based on a total of 116,249,978 shares of common stock outstanding as of October 31, 2017, as reported by the Issuer in the Quarterly Report.
 
 
This Amendment No. 2 to the Schedule 13G (this “Amendment No. 2”) is being filed with respect to the Common Stock, par value $.001 (“Common Stock”) of Pacific Biosciences of California, Inc., a Delaware corporation (the “Issuer”), amends and supplements the Schedule 13G originally filed with the United States Securities and Exchange Commission (the “SEC”) on September 15, 2016, as previously amended by Amendment No. 1 filed on February 6, 2017 (as so amended, the “Schedule 13G”). This Amendment No. 2 is being filed on behalf of Oracle Partners, LP, a Delaware limited partnership (“Oracle Partners”), Oracle Ten Fund Master, LP, a Cayman Islands exempted company (“Oracle Ten Fund”), Oracle Institutional Partners, LP, a Delaware limited partnership (“Institutional Partners” and, collectively with Oracle Partners and Oracle Ten Fund, the “Oracle Entities”), Oracle Investment Management, Inc. Employees’ Retirement Plan, an employee benefit plan organized in Connecticut (the “Retirement Plan”), Oracle Associates, LLC, a Delaware limited liability company and the general partner of Oracle Partners, Oracle Ten Fund and Institutional Partners (“Oracle Associates”), Oracle Investment Management, Inc., a Delaware corporation and the investment manager to Oracle Ten Fund and the Retirement Plan (the “Investment Manager”), The Feinberg Family Foundation, a foundation organized in Connecticut (the “Foundation”), and Larry N. Feinberg, the managing member of Oracle Associates, the sole shareholder, director and president of the Investment Manager and the trustee of the Foundation (each of the foregoing, a “Reporting Person” and collectively, the “Reporting Persons”). Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.

Item 4. Ownership:

Item 4 of the Schedule 13G is hereby amended and restated as follows:
  
A. Larry N. Feinberg
(a) Amount beneficially owned: 8,453,375
(b) Percent of class: 7.27%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 575,000
(ii) Shared power to vote or direct the vote: 7,878,375
(iii) Sole power to dispose or direct the disposition: 575,000
(iv) Shared power to dispose or direct the disposition: 7,878,375

B. Oracle Partners
(a) Amount beneficially owned: 5,683,437
(b) Percent of class: 4.89%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 5,683,437
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 5,683,437

C. Institutional Partners
(a) Amount beneficially owned: 838,818
(b) Percent of class: 0.72%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 838,818
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 838,818
 
D. Oracle Ten Fund
(a) Amount beneficially owned: 1,124,620
(b) Percent of class: 0.97%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,124,620
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 1,124,620

E. Retirement Plan
(a) Amount beneficially owned: 190,000
(b) Percent of class: 0.16%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 190,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 190,000

F. Foundation
(a) Amount beneficially owned: 41,500
(b) Percent of class: 0.04%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 41,500
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 41,500

G. Oracle Associates
(a) Amount beneficially owned: 7,646,875
(b) Percent of class: 6.58%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 7,646,875
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 7,646,875

H. Investment Manager
(a) Amount beneficially owned: 7,836,875
(b) Percent of class: 6.74%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 7,836,875
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 7,836,875



 
 
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:  February 14, 2018
 


 
 
ORACLE PARTNERS, L.P.
 
 
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
 
 
By:  /s/ Larry N. Feinberg                                  
        Larry N. Feinberg, Managing Member
 
 
 
 
 
 
 
ORACLE TEN FUND PARTNERS, LP
 
 
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
 
 
By:  /s/ Larry N. Feinberg                                  
        Larry N. Feinberg, Managing Member
 
 
  
 
 
 
ORACLE INSTITUTIONAL PARTNERS, LP
 
 
 
By:  ORACLE ASSOCIATES, LLC, its general partner
 
 
 
 
By:  /s/ Larry N. Feinberg                                  
        Larry N. Feinberg, Managing Member
 
 
 
  
 
ORACLE INVESTMENT MANAGEMENT, INC.
 EMPLOYEES’ RETIREMENT PLAN
 
 
  
 
 By:  /s/ Larry N. Feinberg                                   
        Larry N. Feinberg, Trustee
 
  
 
 
 
 
 
 
 

 
THE FEINBERG FAMILY FOUNDATION
 
By:  /s/ Larry N. Feinberg                                  
Larry N. Feinberg, Trustee
 
   
 
ORACLE INVESTMENT MANAGEMENT, INC.
 
By:  /s/ Larry N. Feinberg                                  
        Larry N. Feinberg, President
 
   
 
ORACLE ASSOCIATES, LLC
 
By:  /s/ Larry N. Feinberg                                  
        Larry N. Feinberg, Manager Member
 
 
 
 
 
/s/ Larry N. Feinberg                                          
Larry N. Feinberg, individually