SEC Filing - Biodesix

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Strobeck Matthew

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2020

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		831,747	A	⁽¹⁾	831,747	D
Common Stock	10/30/2020		C		21,973	A	⁽¹⁾	21,973	I⁽²⁾	By Clajer Capital LLC⁽²⁾
Common Stock	10/30/2020		C		18,714	A	$14.4	40,687	I⁽²⁾	By Clajer Capital LLC⁽²⁾
Common Stock	10/30/2020		C		76,631	A	$14.4	908,378	D
Common Stock	10/30/2020		C		3,522	A	$14.4	3,522	I⁽³⁾	By UGMA Account⁽³⁾
Common Stock	10/30/2020		C		3,522	A	$14.4	3,522	I⁽³⁾	By UGMA Account⁽³⁾
Common Stock	10/30/2020		C		3,522	A	$14.4	3,522	I⁽³⁾	By UGMA Account⁽³⁾
Common Stock	10/30/2020		C		3,522	A	$14.4	3,522	I⁽³⁾	By UGMA Account⁽³⁾
Common Stock	10/30/2020		P		83,333	A	$18	83,333	I⁽⁴⁾	By Birchview Fund LLC⁽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 C Preferred Stock	⁽¹⁾	10/30/2020		C			100,000	⁽¹⁾	⁽¹⁾	Common Stock	16,847	$0.00	0	D
Series D Preferred Stock	⁽¹⁾	10/30/2020		C			686,250	⁽¹⁾	⁽¹⁾	Common Stock	115,610	$0.00	0	D
Series E Preferred Stock	⁽¹⁾	10/30/2020		C			750,907	⁽¹⁾	⁽¹⁾	Common Stock	126,503	$0.00	0	D
Series F Preferred Stock	⁽¹⁾	10/30/2020		C			903,516	⁽¹⁾	⁽¹⁾	Common Stock	152,212	$0.00	0	D
Series G Preferred Stock	⁽¹⁾	10/30/2020		C			1,660,268	⁽¹⁾	⁽¹⁾	Common Stock	279,699	$0.00	0	D
Series H Preferred Stock	⁽¹⁾	10/30/2020		C			836,231	⁽¹⁾	⁽¹⁾	Common Stock	140,877	$0.00	0	D
Series H Preferred Stock	⁽¹⁾	10/30/2020		C			130,433	⁽¹⁾	⁽¹⁾	Common Stock	21,973	$0.00	0	I⁽²⁾	By Clajer Capital LLC⁽²⁾
3% Convertible Debt due June 2021	⁽⁵⁾	06/18/2020⁽⁶⁾		A⁽⁶⁾		$5,468.57		⁽⁵⁾	06/30/2021	Common Stock	383	$0.00	$260,937.14	I⁽²⁾	By Clajer Capital LLC⁽²⁾
3% Convertible Debt due June 2021	⁽⁵⁾	06/18/2020⁽⁶⁾		A⁽⁶⁾		$206,997.2		⁽⁵⁾	06/30/2021	Common Stock	14,534	$0.00	$1,076,380.43	D
3% Convertible Debt due June 2021	⁽⁵⁾	06/18/2020⁽⁶⁾		A⁽⁶⁾		$25,000		⁽⁵⁾	06/30/2021	Common Stock	1,755	$0.00	$50,000	I⁽³⁾	By UGMA Account⁽³⁾
3% Convertible Debt due June 2021	⁽⁵⁾	06/18/2020⁽⁶⁾		A⁽⁶⁾		$25,000		⁽⁵⁾	06/30/2021	Common Stock	1,755	$0.00	$50,000	I⁽³⁾	By UGMA Account⁽³⁾
3% Convertible Debt due June 2021	⁽⁵⁾	06/18/2020⁽⁶⁾		A⁽⁶⁾		$25,000		⁽⁵⁾	06/30/2021	Common Stock	1,755	$0.00	$50,000	I⁽³⁾	By UGMA Account⁽³⁾
3% Convertible Debt due June 2021	⁽⁵⁾	06/18/2020⁽⁶⁾		A⁽⁶⁾		$25,000		⁽⁵⁾	06/30/2021	Common Stock	1,755	$0.00	$50,000	I⁽³⁾	By UGMA Account⁽³⁾
3% Convertible Debt due June 2021	$14.4	10/30/2020		C			$260,937.14	⁽⁷⁾	06/30/2021	Common Stock	18,714	$0.00	0	I⁽²⁾	By Clajer Capital LLC⁽²⁾
3% Convertible Debt due June 2021	$14.4	10/30/2020		C			$1,076,380.43	⁽⁷⁾	06/30/2021	Common Stock	76,631	$0.00	0	D
3% Convertible Debt due June 2021	$14.4	10/30/2020		C			$50,000	⁽⁷⁾	06/30/2021	Common Stock	3,522	$0.00	0	I⁽³⁾	By UGMA Account⁽³⁾
3% Convertible Debt due June 2021	$14.4	10/30/2020		C			$50,000	⁽⁷⁾	06/30/2021	Common Stock	3,522	$0.00	0	I⁽³⁾	By UGMA Account⁽³⁾
3% Convertible Debt due June 2021	$14.4	10/30/2020		C			$50,000	⁽⁷⁾	06/30/2021	Common Stock	3,522	$0.00	0	I⁽³⁾	By UGMA Account⁽³⁾
3% Convertible Debt due June 2021	$14.4	10/30/2020		C			$50,000	⁽⁷⁾	06/30/2021	Common Stock	3,522	$0.00	0	I⁽³⁾	By UGMA Account⁽³⁾

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 gave effect to such conversion. The Preferred Stock had no expiration date.

2. The reporting person is an affiliate of Clajer Capital LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

4. The reporting person has sole voting and dispositive power with respect to shares held by Birchview Fund, LLC in his capacity as the Chief Executive Officer of such entity. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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:

	/s/ Robin H. Cowie as Attorney-in-Fact for Matthew Strobeck	11/03/2020
	** 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 4 (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.