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BIODESIX INC — Director's Dealing 2020
Nov 4, 2020
34472_dirs_2020-11-03_9e2c8d6f-0ed2-478c-9a30-f0fe8d82599c.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: BIODESIX INC (BDSX)
CIK: 0001439725
Period of Report: 2020-06-22
Reporting Person: SCHULER JACK W (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-10-30 | Common Stock | C | 4668046 | — | Acquired | 4668046 | Indirect |
| 2020-10-30 | Common Stock | C | 245041 | — | Acquired | 4913087 | Indirect |
| 2020-10-30 | Common Stock | C | 753735 | $14.40 | Acquired | 5666822 | Indirect |
| 2020-10-30 | Common Stock | P | 277777 | $18.00 | Acquired | 277777 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-10-30 | Series B Preferred Stock | $ | C | 1454545 | Disposed | Common Stock (245042) | Indirect | |
| 2020-10-30 | Series B-1 Preferred Stock | $ | C | 1250000 | Disposed | Common Stock (245041) | Indirect | |
| 2020-10-30 | Series C Preferred Stock | $ | C | 333333 | Disposed | Common Stock (56155) | Indirect | |
| 2020-10-30 | Series D Preferred Stock | $ | C | 3101784 | Disposed | Common Stock (522546) | Indirect | |
| 2020-10-30 | Series E Preferred Stock | $ | C | 1759853 | Disposed | Common Stock (296476) | Indirect | |
| 2020-10-30 | Series F Preferred Stock | $ | C | 6273780 | Disposed | Common Stock (1056921) | Indirect | |
| 2020-10-30 | Series G Preferred Stock | $ | C | 9419362 | Disposed | Common Stock (1586846) | Indirect | |
| 2020-10-30 | Series H Preferred Stock | $ | C | 5366411 | Disposed | Common Stock (904060) | Indirect | |
| 2020-06-22 | 3% Convertible Debt due June 2021 | $ | A | Acquired | 2021-06-30 | Common Stock (108564) | Indirect | |
| 2020-10-30 | 3% Convertible Debt due June 2021 | $14.40 | C | Disposed | 2021-06-30 | Common Stock (753735) | Indirect |
Footnotes
F1: Every share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred
Stock, Series G Preferred Stock and Series H Preferred Stock, (collectively, the "Preferred Stock") converted into approximately 0.1684664
shares of Issuer Common Stock ("Common Stock") at the closing of the Issuer's initial public offering ("IPO"). Share numbers give effect to such
conversion. The Preferred Stock had no expiration date.
F2: Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust.
F3: Every share of Series B-1 Preferred Stock ("B-1 Preferred Stock") converted into approximately 0.196 shares of Common Stock at the closing of
the Issuer's IPO. Share numbers give effect to such conversion. The B-1 Preferred Stock had no expiration date.
F4: The Reporting Person disclaims beneficial ownership of the shares of the Issuer owned by the Schuler Family Foundation (the "Foundation").
Although the Reporting Person is the President of the Foundation and makes investment decisions regarding the Foundation's securities
transactions, by virtue of the Foundation's status as a 501(c)(3) tax-exempt organization, the Reporting Person may not, and in fact, does not
personally derive any profit from the Foundation's transactions in the Issuer's common stock. As a result, this Form 4 is a voluntary report with
respect to these purchases of the Issuer's common stock by the Foundation.
F5: This Convertible Debt paid interest at 3% per annum and was payable in full upon maturity through the conversion to Series H Preferred Stock at
80% of the original issuance price of $1.15 per share. On or before the maturity date and if the Convertible Debt remained unpaid, the
outstanding principal and unpaid accrued interest was to be automatically converted into Common Stock at the completion of the IPO at a
conversion price equal to 80% of the price per share paid for the Common Stock sold in the IPO. Share numbers give effect to such conversion;
debt amount reflects principal only, no interest.
F6: This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule
16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the
Reporting Person's Form 3.
F7: Upon completion of the IPO, the outstanding principal and unpaid accrued interest on this Convertible Debt was automatically converted into
Common Stock. Share numbers gave effect to such conversion; debt amount reflects principal only, no interest.