SEC Filing - Biodesix

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SCHULER JACK W

(Last)

(First)

(Middle)

2970 WILDERNESS PLACE, SUITE 100

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2020

3. Issuer Name and Ticker or Trading Symbol
BIODESIX INC [ BDSX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	245,042	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	245,041	⁽³⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	56,155	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	522,546	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	296,476	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,056,921	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,586,846	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series H Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	904,060	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
3% Convertible Debt due June 2021	⁽⁴⁾	06/30/2021	Common Stock	753,735	⁽⁴⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Stock Options (Right to Buy)	⁽⁵⁾	07/15/2029	Common Stock	35,158	6.83	D
Stock Options (Right to Buy)	⁽⁶⁾	04/14/2030	Common Stock	35,158	6.83	D

Explanation of Responses:

1. 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") is convertible into approximately 0.1684664 shares of Issuer Common Stock ("Common Stock") upon the closing of the Issuer's initial public offering ("IPO"). Share numbers give effect to such conversion. The Preferred Stock has no expiration date.

2. Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust.

3. Every share of Series B-1 Preferred Stock ("B-1 Preferred Stock") is convertible into approximately 0.196 shares of Common Stock. Share numbers give effect to such conversion. The B-1 Preferred Stock has no expiration date.

4. This Convertible Debt pays interest at 3% per annum and is 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 is unpaid, the outstanding principal and unpaid accrued interest shall be automatically converted into Common Stock at the completion of the IPO. The conversion price will be equal to 80% of the price per share paid for the Common Stock sold in the IPO. The conversion price is $14.40, or 80% of the $18 price per share paid for the Common Stock sold in the IPO.

5. This option vested in 12 successive, equal monthly installments measured from April 1, 2019.

6. This option vests in 12 successive, equal monthly installments measured from April 1, 2020.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney. This Form 3 does not include securities held by the Tino Hans Schuler Trust, Tanya Eva Schuler Trust, Therese Heidi Schuler Trust, Schuler Grandchildren LLC, Schuler Descendants Trust or JS Grandchildren Trust, because the Reporting Person has no pecuniary interest, as such term is used for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, in such securities.

	/s/ Robin H. Cowie as Attorney-in-Fact for Jack Schuler	10/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                               POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Scott Hutton, David Poticha and Robin Harper Cowie, or any
of them acting individually, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

     (1)     prepare, execute in the undersigned's name and on the undersigned's
             behalf, and submit to the U.S. Securities and Exchange Commission
             (the "SEC") a Form ID, including amendments thereto, and any other
             documents necessary or appropriate to obtain codes and passwords
             enabling the undersigned to make electronic filings with the SEC of
             reports required by Section 16(a) of the Securities Exchange Act of
             1934 or any rule or regulation of the SEC;

     (2)     execute for and on behalf of the undersigned, in the undersigned's
             capacity as an officer and/or director of Biodesix, Inc., a public
             limited company incorporated under the laws of England and Wales
             (the "Company"), Forms 3, 4, and 5, including amendments thereto,
             in accordance with Section 16(a) of the Securities Exchange Act of
             1934 and the rules and regulations thereunder;

     (3)     do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form 3, 4, or 5, complete and execute any
             amendment or amendments thereto, and timely file such form with the
             SEC and any stock exchange or similar authority; and

     (4)     take any other action of any type whatsoever in connection with the
             foregoing which, in the opinion of such attorney-in-fact, may be of
             benefit to, in the best interest of, or legally required by, the
             undersigned, it being understood that the documents executed by
             such attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined herein at a later date.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of October, 2020.


                                             /s/ Jack Schuler
                                             -----------------------------------
                                                         Signature


                                             Jack Schuler
                                             -----------------------------------
                                                         Print Name