SEC Filing - Biodesix

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2020		C		4,668,046	A	⁽¹⁾	4,668,046	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Common Stock	10/30/2020		C		245,041	A	⁽³⁾	4,913,087	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Common Stock	10/30/2020		C		753,735	A	$14.4	5,666,822	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Common Stock	10/30/2020		P		277,777	A	$18	277,777	I⁽⁴⁾	By Schuler Family Foundation⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	10/30/2020		C			1,454,545	⁽¹⁾	⁽¹⁾	Common Stock	245,042	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	10/30/2020		C			1,250,000	⁽³⁾	⁽³⁾	Common Stock	245,041	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/30/2020		C			333,333	⁽¹⁾	⁽¹⁾	Common Stock	56,155	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series D Preferred Stock	⁽¹⁾	10/30/2020		C			3,101,784	⁽¹⁾	⁽¹⁾	Common Stock	522,546	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series E Preferred Stock	⁽¹⁾	10/30/2020		C			1,759,853	⁽¹⁾	⁽¹⁾	Common Stock	296,476	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series F Preferred Stock	⁽¹⁾	10/30/2020		C			6,273,780	⁽¹⁾	⁽¹⁾	Common Stock	1,056,921	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series G Preferred Stock	⁽¹⁾	10/30/2020		C			9,419,362	⁽¹⁾	⁽¹⁾	Common Stock	1,586,846	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series H Preferred Stock	⁽¹⁾	10/30/2020		C			5,366,411	⁽¹⁾	⁽¹⁾	Common Stock	904,060	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
3% Convertible Debt due June 2021	⁽⁵⁾	06/22/2020⁽⁶⁾		A⁽⁶⁾		$1,546,681.28		⁽⁵⁾	06/30/2021	Common Stock	108,564	$0.00	$10,586,622.58	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
3% Convertible Debt due June 2021	$14.4	10/30/2020		C			$10,586,622.58	⁽⁷⁾	06/30/2021	Common Stock	753,735	$0.00	0	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾

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") 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.

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") 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

This Form 4 does not include securities acquired or 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	11/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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