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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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BIODESIX INC (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
09075X108 (CUSIP Number) |
Jack W. Schuler 100 Tri-State International, Suite 125 Lincolnshire, IL, 60069 (224) 880-1210 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 09075X108 |
| 1 |
Name of reporting person
SCHULER JACK W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
36,332,985.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Sole voting and dispositive power includes 414,811 Shares (as defined herein) that the Reporting Person has the right to acquire within 60 days of the date of this filing.
(2) Percent of class is calculated based on a total of 146,563,031 Shares outstanding as of May 7, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC (as defined herein) on May 13, 2025, plus 414,811 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.
SCHEDULE 13D
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| CUSIP No. | 09075X108 |
| 1 |
Name of reporting person
Jack W. Schuler Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ILLINOIS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,918,174.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Percent of class is calculated based on a total of 146,563,031 Shares outstanding as of May 7, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13D
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| CUSIP No. | 09075X108 |
| 1 |
Name of reporting person
Jack W. Schuler 2025 GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ILLINOIS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Percent of class is calculated based on a total of 146,563,031 Shares outstanding as of May 7, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 13, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
BIODESIX INC | |
| (c) | Address of Issuer's Principal Executive Offices:
919 WEST DILLON RD, LOUISVILLE,
COLORADO
, 80027. | |
Item 1 Comment:
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") is being filed by the undersigned, pursuant to section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on November 9, 2020 (the "Initial Schedule 13D"), as amended on January 28, 2022, on April 11, 2022, on November 23, 2022, on August 11, 2023, on April 9, 2024, and on May 23, 2024 (collectively, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Shares"), of Biodesix, Inc. (the "Issuer" or the "Company"), whose principal executive offices are located at 919 West Dillon Rd., Louisville, Colorado 80027. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i. Jack W. Schuler ("Mr. Schuler");
ii. Jack W. Schuler Living Trust (the "Trust"); and
iii. Jack W. Schuler 2025 GRAT (the "GRAT"). | |
| (b) | The principal address of each of the Reporting Persons is 100 Tri-State International, Suite 125, Lincolnshire, Illinois 60069. | |
| (c) | Mr. Schuler is principally engaged in the business of investing in securities. The Trust is a living trust established by Mr. Schuler. Mr. Schuler serves as sole trustee of the Trust. The GRAT is a grantor retained annuity trust established by Mr. Schuler. Mr. Schuler serves as sole trustee of the GRAT. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mr. Schuler is a United States citizen. Each of the Trust and the GRAT is organized under the laws of the State of Illinois. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On January 29, 2025, 15,000,000 Shares previously held by the Trust were transferred to the GRAT for no additional consideration.
On May 16, 2025, Mr. Schuler, through the Trust, purchased 4,000,000 Shares in the open market, through a broker, in multiple transactions at prices ranging from $0.2215 to $0.3397, inclusive, with a weighted average price of $0.2675 per Share. On May 19, 2025, Mr. Schuler, through the Trust, purchased 723,239 Shares in the open market, through a broker, in multiple transactions at prices ranging from $0.2997 to $0.36, inclusive, with a weighted average price of $0.341 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth herein.
The source of funds for the purchases reported herein was Mr. Schuler's personal funds. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:
As of the date hereof, Mr. Schuler may be deemed to beneficially own, in the aggregate, 36,332,985 Shares, which represents approximately 24.7% of the Shares outstanding.
Mr. Schuler's beneficial ownership consists of (i) 83,152 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (ii) 331,659 Shares that Mr. Schuler has the right to acquire upon settlement of vested RSUs within 60 days of the date of this filing, (iii) 20,918,174 Shares held by the Trust, representing approximately 14.3% of the Shares outstanding, and (iv) 15,000,000 Shares held by the GRAT, representing approximately 10.2% of the Shares outstanding
The foregoing beneficial ownership percentages are based on a total of (i) 146,563,031 Shares outstanding as of May 7, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 13, 2025, and, for purposes of calculating Mr. Schuler's beneficial ownership percentage, (ii) 414,811 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing. | |
| (b) | Mr. Schuler has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, the 414,811 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing.
As sole trustee of the Trust, Mr. Schuler shares with the Trust the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 20,918,174 Shares beneficially owned by the Trust.
As sole trustee of the GRAT, Mr. Schuler shares with the GRAT the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 15,000,000 Shares beneficially owned by the GRAT. | |
| (c) | The response to Item 3 of this Amendment No. 7 is incorporated by reference herein. Except as set forth in this Amendment No. 7, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 7 Joint Filing Agreement, dated as of May 20, 2025, by and among Jack W. Schuler, Jack W. Schuler Living Trust and Jack W. Schuler 2025 GRAT | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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EXHIBIT 7
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Biodesix, Inc. dated as of May
20, 2025 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934.
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Jack W. Schuler
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/s/ Jack W. Schuler
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Jack W. Schuler Living Trust
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/s/ Jack W. Schuler
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Name: Jack W. Schuler
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Title: Trustee
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Jack W. Schuler 2025 GRAT
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/s/ Jack W. Schuler
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Name: Jack W. Schuler
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Title: Trustee
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May 20, 2025