Home > Insider Trading > Filing (0001209191-20-056742)

Filing Details

Accession Number:: 0001209191-20-056742
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-03 18:21:04
Reporting Period:: 2020-06-22

Accepted Time:: 2020-11-03 18:21:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1439725	Biodesix Inc	BDSX	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1021412	W Jack Schuler	2970 Wilderness Place, Suite 100 Boulder CO 80301		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-10-30	4,668,046	$0.00	4,668,046	No	4	C	Indirect	By Jack W. Schuler Living Trust
Common Stock	Acquisiton	2020-10-30	245,041	$0.00	4,913,087	No	4	C	Indirect	By Jack W. Schuler Living Trust
Common Stock	Acquisiton	2020-10-30	753,735	$14.40	5,666,822	No	4	C	Indirect	By Jack W. Schuler Living Trust
Common Stock	Acquisiton	2020-10-30	277,777	$18.00	277,777	No	4	P	Indirect	By Schuler Family Foundation

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Jack W. Schuler Living Trust
No	4	C	Indirect	By Jack W. Schuler Living Trust
No	4	C	Indirect	By Jack W. Schuler Living Trust
No	4	P	Indirect	By Schuler Family Foundation

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2020-10-30	1,454,545	$0.00	245,042	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2020-10-30	1,250,000	$0.00	245,041	$0.00
Common Stock	Series C Preferred Stock	Disposition	2020-10-30	333,333	$0.00	56,155	$0.00
Common Stock	Series D Preferred Stock	Disposition	2020-10-30	3,101,784	$0.00	522,546	$0.00
Common Stock	Series E Preferred Stock	Disposition	2020-10-30	1,759,853	$0.00	296,476	$0.00
Common Stock	Series F Preferred Stock	Disposition	2020-10-30	6,273,780	$0.00	1,056,921	$0.00
Common Stock	Series G Preferred Stock	Disposition	2020-10-30	9,419,362	$0.00	1,586,846	$0.00
Common Stock	Series H Preferred Stock	Disposition	2020-10-30	5,366,411	$0.00	904,060	$0.00
Common Stock	3% Convertible Debt due June 2021	Acquisiton	2020-06-22	0	$0.00	108,564	$0.00
Common Stock	3% Convertible Debt due June 2021	Disposition	2020-10-30	0	$0.00	753,735	$14.40

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
	No	4	C	Indirect
2021-06-30	No	4	A	Indirect
2021-06-30	No	4	C	Indirect

Footnotes

Every share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F PreferredStock, Series G Preferred Stock and Series H Preferred Stock, (collectively, the "Preferred Stock") converted into approximately 0.1684664shares of Issuer Common Stock ("Common Stock") at the closing of the Issuer's initial public offering ("IPO"). Share numbers give effect to suchconversion. The Preferred Stock had no expiration date.
Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust.
Every share of Series B-1 Preferred Stock ("B-1 Preferred Stock") converted into approximately 0.196 shares of Common Stock at the closing ofthe Issuer's IPO. Share numbers give effect to such conversion. The B-1 Preferred Stock had no expiration date.
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 securitiestransactions, by virtue of the Foundation's status as a 501(c)(3) tax-exempt organization, the Reporting Person may not, and in fact, does notpersonally derive any profit from the Foundation's transactions in the Issuer's common stock. As a result, this Form 4 is a voluntary report withrespect to these purchases of the Issuer's common stock by the Foundation.
This Convertible Debt paid interest at 3% per annum and was payable in full upon maturity through the conversion to Series H Preferred Stock at80% of the original issuance price of $1.15 per share. On or before the maturity date and if the Convertible Debt remained unpaid, theoutstanding principal and unpaid accrued interest was to be automatically converted into Common Stock at the completion of the IPO at aconversion 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.
This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on theReporting Person's Form 3.
Upon completion of the IPO, the outstanding principal and unpaid accrued interest on this Convertible Debt was automatically converted intoCommon Stock. Share numbers gave effect to such conversion; debt amount reflects principal only, no interest.