Sec Form 3 Filing - Coe Brian @ Talis Biomedical Corp - 2021-02-11

FORM 3 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 Coe Brian 2. Issuer Name and Ticker or Trading Symbol Talis Biomedical Corp [ TLIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O TALIS BIOMEDICAL CORPORATION, 230 CONSTITUTION DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (Street) MENLO PARK, CA94025 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 58,881 D Common Stock 3,916 I By Jason Coe Irrevocable Gift Trust ( 1 ) Common Stock 3,916 I By Lillian Coe Irrevocable Gift Trust ( 2 ) Common Stock 2,555 I By Sarles Associates LLC ( 3 )

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 Derivative 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 Stock Option (right to buy) $ 1.51 ( 4 ) 02/11/2030 Common Stock 817,482 D Stock Option (right to buy) $ 1.51 ( 5 ) 07/29/2025 Common Stock 33,274 D Stock Option (right to buy) $ 1.51 ( 5 ) 11/04/2028 Common Stock 34,965 D Stock Option (right to buy) $ 1.51 ( 5 ) 12/18/2023 Common Stock 50,640 D Stock Option (right to buy) $ 1.51 ( 5 ) 07/11/2027 Common Stock 24,167 D Stock Option (right to buy) $ 1.51 ( 5 ) 05/20/2028 Common Stock 7,105 D Stock Option (right to buy) $ 6.25 ( 5 ) 08/05/2030 Common Stock 587,627 D Series C-1 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 21,568 I By Sarles Associates LLC ( 3 ) Series E-1 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 12,035 I By Sarles Associates LLC ( 3 ) Series F-1 Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 10,630 I By Sarles Associates LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coe Brian C/O TALIS BIOMEDICAL CORPORATION 230 CONSTITUTION DRIVE MENLO PARK, CA94025 X Chief Executive Officer Signatures /s/ Karen E. Flick, Attorney-in-Fact for Brian Coe 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by Jason Coe Irrevocable Gift Trust, for which Mr. Coe is a trustee. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 2 )The shares are held by Lillian Coe Irrevocable Gift Trust, for which Mr. Coe is a trustee. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 3 )The shares are held by a trust in which Mr. Coe's spouse and children are beneficiaries. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 4 )1/48th of the shares subject to the option shall vest monthly over the four years from the vesting commencement date. ( 5 )25% of the shares underlying this option shall vest on the first annual anniversary of the vesting commencement date and 1/48th of the shares underlying this option shall vest monthly thereafter over 36 months. ( 6 )Each share of Series C-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series C-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series C-1 Preferred Stock. ( 7 )Each share of Series E-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series E-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series E-1 Preferred Stock. ( 8 )Each share of Series F-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series F-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series F-1 Preferred Stock.

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).

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