Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On May 9, 2021, the Board of Directors (the "Board") of Berkeley Lights, Inc. (the "Company") appointed John Chiminski to the Board as a Class III director, effective as of May 14, 2021, to serve for a term expiring at the Company's 2023 annual meeting of stockholders. Mr. Chiminski fills the seat created by the resignation of Michael Marks, who notified the Board on May 7, 2021 of his intention to retire from the Board effective as of May 14, 2021. The Board also appointed Mr. Chiminski to serve as the Chairperson of the Nominating and Corporate Governance Committee of the Board. Effective upon Mr. Marks' retirement, the Board also appointed Greg Lucier to serve as the Chairperson of the Board.

As provided in the Company's Non-Employee Director Compensation Program, as amended (the "Director Compensation Program"), Mr. Chiminski will receive an annual cash retainer of $40,000 per year and additional annual retainers for committee service as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2021 (the "2021 Proxy Statement"). Under the Director Compensation Program, upon the effectiveness of his appointment, Mr. Chiminski will be automatically granted an option to purchase 4,900 shares of the Company's common stock (the "Initial Option"), as well as an award of 4,900 restricted stock units (the "Initial RSU Award"), in each case pursuant to the Company's 2020 Incentive Award Plan (the "2020 Plan"). The Initial Option will vest in substantially equal monthly installments for three years from the date of grant, subject to continued service through each applicable vesting date. The Initial RSU Award will vest as to one-third of the restricted stock units on the first anniversary of the grant date and vest thereafter in equal quarterly installments for the following two years, subject to continued service through each applicable vesting date. In addition, following each annual meeting of the Company's stockholders, Mr. Chiminski will automatically be granted an option to purchase 4,900 shares of the Company's common stock (the "Annual Option"), as well as an award of 1,400 restricted stock units (the "Annual RSU Award"), in each case pursuant to the 2020 Plan. Each Annual Option and Annual RSU Award will vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder's meeting, subject to continued service through such date. The exercise price per share of the Initial Option and each Annual Option will equal to the fair market value of a share of the Company's common stock on the grant date, and all annual and initial awards will vest in full upon the consummation of a Change in Control (as defined in the 2020 Plan). The Company also entered into the Company's standard indemnification agreement with Mr. Chiminski. Please see the descriptions of the Company's standard indemnification agreement and the 2020 Plan contained in the 2021 Proxy Statement for additional information.

There are no arrangements or understandings between Mr. Chiminski, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Chiminski was selected as a director of the Company. Mr. Chiminski is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Marks' resignation was voluntary and did not result from any disagreement with the Company or the Board.

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