Sec Form 4 Filing - SCHULER JACK W @ BIODESIX INC - 2020-06-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SCHULER JACK W
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)
(Last) (First) (Middle)
2970 WILDERNESS PLACE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2020
(Street)
BOULDER, CO80301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 10/30/2020 C 4,668,046 A 4,668,046 I ( 2 ) By Jack W. Schuler Living Trust ( 2 )
Common Stock 10/30/2020 C 245,041 A 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Der ivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: 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
Series B Preferred Stock ( 1 ) 10/30/2020 C 1,454,545 ( 1 ) ( 1 ) Common Stock 245,042 $ 0 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 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 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 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 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 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 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 0 I ( 2 ) By Jack W. Schuler Living Trust ( 2 )
3% Convertible Debt due June 2021 ( 5 ) 06/22/2020( 6 ) A( 6 ) ( 5 ) 06/30/2021 Common Stock 108,564 $ 0 $ 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 ( 7 ) 06/30/2021 Common Stock 753,735 $ 0 0 I ( 2 ) By Jack W. Schuler Living Trust ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHULER JACK W
2970 WILDERNESS PLACE, SUITE 100
BOULDER, CO80301
X X
Signatures
/s/ Robin H. Cowie as Attorney-in-Fact for Jack Schuler 11/03/2020
Signature of Reporting Person Date
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 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.
( 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 ofthe 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 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.
( 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 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.
( 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 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.
( 7 )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.

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.

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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