Illumina, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

452327109

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

         Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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).

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Venrock Associates

I.R.S. #13-6300995

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York, U.S.A.

NUMBER OF
SHARES
  BENEFICIALLY  
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,218,273

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,218,273

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,218,273

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

3.7%

12

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Venrock Associates II, L.P.

I.R.S. #13-3844754

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York, U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,656,648

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,656,648

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,656,648

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.1%

12

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Venrock Entrepreneurs Fund, L.P.

IRS # 13-4078492

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

New York, U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Venrock Management LLC

IRS # 13-4078489

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON*

OO

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael C. Brooks

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

1,210

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

1,210

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,876,131

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.8%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Joseph E. Casey

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

473

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

473

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,875,394

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.8%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Eric S. Copeland

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

473

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

473

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,875,394

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.8%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Anthony B. Evnin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

15,007

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

15,007

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,889,928

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Thomas R. Frederick

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

928

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

928

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,875,849

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.8%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Terence J. Garnett

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
  BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,874,921

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.8%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

David R. Hathaway

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

22,650

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

22,650

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,897,571

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Patrick F. Latterell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
    BENEFICIALLY    
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

27,826

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

27,826

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,826

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.1%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Bryan E. Roberts

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

9,400

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

9,400

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,884,321

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ray A. Rothrock

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

20,254

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

20,254

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,895,175

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kimberley A. Rummelsburg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

6,046

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

6,046

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,046

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Anthony Sun

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

22,905

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

22,905

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,897,826

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

1

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Michael F. Tyrrell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

x

(b)

o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF
SHARES
   BENEFICIALLY   
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

4,063

6

SHARED VOTING POWER

2,874,921

7

SOLE DISPOSITIVE POWER

4,063

8

SHARED DISPOSITIVE POWER

2,874,921

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,878,984

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.9%

12

TYPE OF REPORTING PERSON*

IN

*SEE INSTRUCTION BEFORE FILLING OUT!

                  Introductory Note:  This Statement on Schedule 13G is filed on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York, Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York, Venrock Entrepreneurs Fund, L.P., a limited partnership organized under the laws of the State of New York, Venrock Management LLC, a limited liability company formed under the laws of the State of Delaware, Michael C. Brooks, Joseph E. Casey, Eric S. Copeland, Anthony B. Evnin, Thomas R. Frederick, Terence J. Garnett, David R. Hathaway, Patrick F. Latterell, Bryan E. Roberts, Ray A. Rothrock, Kimberley A. Rummelsburg, Anthony Sun and Michael F. Tyrrell in respect of shares of Common Stock of Illumina, Inc.

Item 1(a)

Name of Issuer

Illumina, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices

9390 Towne Centre Drive, Suite 200

San Diego, CA  92121

Item 2(a)

Name of Person Filing

Venrock Associates (“Venrock”)

Venrock Associates II, L.P. (“Venrock II”)

Venrock Entrepreneurs Fund, L.P. (“Venrock Entrepreneurs”)

Venrock Management LLC (“Venrock Management”)

Michael C. Brooks

Joseph E. Casey

Eric S. Copeland

Anthony B. Evnin

Thomas R. Frederick

Terence J. Garnett

David R. Hathaway

Patrick F. Latterell

Bryan E. Roberts

Ray A. Rothrock

Kimberley A. Rummelsburg

Anthony Sun

Michael F. Tyrrell

Items 2(b)

Address of Principal Business Office or, if none, Residence

New York Office:

Menlo Park Office:

Cambridge Office:

30 Rockefeller Plaza

2494 Sand Hill Road

One Canal Park

Room 5508

Suite 200

Suite 1120

New York, NY 10112

Menlo Park, CA 94025

Cambridge, MA 02142

Item 2(c)

Citizenship

Venrock, Venrock II and Venrock Entrepreneurs are limited partnerships organized in the State of New York.  Venrock Management is a limited liability company formed in the State of Delaware and is a General Partner of Venrock Entrepreneurs.  Michael C. Brooks, Joseph E. Casey, Eric S. Copeland, Anthony B. Evnin, Thomas R. Frederick, Terence J. Garnett, David R. Hathaway, Bryan E. Roberts, Ray A. Rothrock, Anthony Sun and Michael F. Tyrrell are General Partners of Venrock and Venrock II, are Members of Venrock Management and are all citizens of the United States of America.  Patrick F. Latterell and Kimberley A. Rummelsburg are retired General Partners of Venrock and Venrock II, are retired Members of Venrock Management and are citizens of the United States of America.

Item 2(d)

Title of Class of Securities

Common Stock

Item 2(e)

CUSIP Number

452327109

Item 3

Not applicable.

Item 4

Ownership

(a) and (b)

Venrock beneficially owns 1,218,273 shares or 3.7% of the outstanding shares of common stock.  Venrock II beneficially owns 1,656,648 shares or 5.1% of the outstanding shares of common stock.  Venrock Entrepreneurs beneficially owns no shares or 0.0% of the outstanding shares of common stock.  Venrock Management beneficially owns no shares or 0.0% of the outstanding shares of common stock.

Michael C. Brooks beneficially owns 2,876,131 shares or 8.8% of the outstanding shares of common stock.  Joseph E. Casey beneficially owns 2,875,394 shares or 8.8% of the outstanding shares of common stock.  Eric S. Copeland beneficially owns 2,875,394 shares or 8.8% of the outstanding shares of common stock.  Anthony B. Evnin beneficially owns 2,889,928 shares or 8.9% of the outstanding shares of common stock.  Thomas R. Frederick beneficially owns 2,875,849 shares or 8.8% of the outstanding shares of common stock.  Terence J. Garnett beneficially owns 2,874,921 shares or 8.8% of the outstanding shares of common stock.  David R. Hathaway beneficially owns 2,897,571 shares or 8.9% of the outstanding shares of common stock.  Patrick F. Latterell beneficially owns 27,826 shares or 0.1% of the outstanding shares of common stock.  Bryan E. Roberts beneficially owns 2,884,321 shares or 8.9% of the outstanding shares of common stock.  Ray A. Rothrock beneficially owns 2,895,175 shares or 8.9% of the outstanding shares of common stock.  Kimberley A. Rummelsberg beneficially owns 6,046 shares or 0.0% of the outstanding shares of common stock.  Anthony Sun beneficially owns 2,897,826 shares or 8.9% of the outstanding shares of common stock.  Michael F. Tyrrell beneficially owns 2,878,984 shares or 8.9% of the outstanding shares of common stock.

(c)

Venrock has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over 1,218,273 shares of common stock.  Venrock II has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over 1,656,648 shares of common stock.  Venrock Entrepreneurs has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over no shares of common stock.  Venrock Management has sole voting and dispositive power over no shares of common stock and shared voting and dispositive power over no shares of common stock.