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*
Pestano Gary Anthony

(Last) (First) (Middle)
2970 WILDERNESS PLACE
SUITE 100

(Street)
BOULDER CO 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Development Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2021
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $20.67 02/23/2021 A 25,134 (1) 02/22/2031 Common Stock 25,134 $0 25,134 D
Stock Options (Right to buy) $20.67 02/23/2021 A 5,155 (2) 02/22/2031 Common Stock 5,155 $0 5,155 D
Stock Options (Right to buy) $20.67 07/24/2023 D(3)(4) 25,134 (1) 02/22/2031 Common Stock 25,134 (3)(4) 0 D
Stock Options (Right to buy) $20.67 07/24/2023 D(3)(4) 5,155 (2) 02/22/2031 Common Stock 5,155 (3)(4) 0 D
Stock Options (Right to buy) $13.72 07/24/2023 D(3)(5) 1,000 (2) 06/28/2031 Common Stock 1,000 (3)(5) 0 D
Stock Options (Right to buy) $1.2 07/24/2023 A(3)(4)(5) 6,497 (6) 07/23/2033 Common Stock 6,497 (3)(4)(5) 6,497 D
Explanation of Responses:
1. This option was scheduled to vest in a series of 60 successive, equal monthly installments measured from February 23, 2021.
2. This option was fully vested as of the grant date.
3. On June 23, 2023, the Issuer made an offer (the "Tender Offer") to certain employees to exchange some or all of their outstanding options with an exercise price greater than $10.00 per share (such options properly tendered for exchange, "Surrendered Options") for new options with terms determined in accordance with the terms of the Tender Offer ("Replacement Options"). The Tender Offer closed on July 24, 2023, and the Issuer's board of directors approved the exchange of Surrendered Options for Replacement Options on July 24, 2023.
4. The Reporting Person elected to participate in the Tender Offer and received 6,184 Replacement Options with an exercise price of $1.20 per share in exchange for 30,289 Surrendered Options with an exercise price of $20.67 per share, after which the Surrendered Options were cancelled.
5. The Reporting Person elected to participate in the Tender Offer and received 313 Replacement Options with an exercise price of $1.20 per share in exchange for 1,000 Surrendered Options with an exercise price of $13.72 per share, after which the Surrendered Options were cancelled.
6. This Replacement Option vests as follows: 3,846 shares of Common Stock underlying this Replacement Option vest on August 1, 2024, and the remaining 2,651 shares of Common Stock underlying this Replacement Option vest in 31 successive, equal monthly installments beginning on August 1, 2024.
/s/ Robin H. Cowie as Attorney-in-Fact for Gary Pestano 07/26/2023
** 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).
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