Sec Form 4 Filing - Shah Rajeev M. @ Black Diamond Therapeutics, Inc. - 2020-02-03

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 Shah Rajeev M. 2. Issuer Name and Ticker or Trading Symbol Black Diamond Therapeutics, Inc. [ BDTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RA CAPITAL MANAGEMENT, L.P., 200 BERKELEY STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2020 (Street) BOSTON, MA02116 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 02/03/2020 C 956,723 A 956,723 I See footnote ( 2 ) Common Stock 02/03/2020 C 163,353 A 163,353 I See footnote ( 4 ) Common Stock 02/03/2020 C 186,749 A 186,749 I See footnote ( 5 ) Common Stock 02/03/2020 C 181,783 A 1,138,506 I See footnote ( 2 ) Common Stock 02/03/2020 C 70,770 A 234,123 I See footnote ( 4 ) Common Stock 02/03/2020 C 30,526 A 217,275 I See footnote ( 5 ) Common Stock 02/03/2020 P 785,658 ( 6 ) A $ 19 1,924,164 I See footnote ( 2 ) Common Stock 02/03/2020 P 77,803 ( 7 ) A $ 19 311,926 I See footnote ( 4 ) Common Stock 02/03/2020 P 136,539 ( 8 ) A $ 19 353,814 I See footnote ( 5 )

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 Series B Preferred Stock ( 1 ) 02/03/2020 C 2,885,295 ( 1 ) ( 1 ) Common Stock 956,723 ( 1 ) 0 I See footnote ( 2 ) Series B Preferred Stock ( 1 ) 02/03/2020 C 492,643 ( 1 ) ( 1 ) Common Stock 163,353 ( 1 ) 0 I See footnote ( 4 ) Series B Preferred Stock ( 1 ) 02/03/2020 C 563,204 ( 1 ) ( 1 ) Common Stock 186,749 ( 1 ) 0 I See footnote ( 5 ) Series C Preferred Stock ( 3 ) 02/03/2020 C 548,224 ( 3 ) ( 3 ) Common Stock 181,783 ( 3 ) 0 I See footnote ( 2 ) Series C Preferred Stock ( 3 ) 02/03/2020 C 213,429 ( 3 ) ( 3 ) Common Stock 70,770 ( 3 ) 0 I See footnote ( 4 ) Series C Preferred Stock ( 3 ) 02/03/2020 C 92,063 ( 3 ) ( 3 ) Common Stock 30,526 ( 3 ) 0 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Rajeev M. C/O RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA02116 X Signatures /s/ Brent Hatzis-Schoch, as Attorney-in-Fact 02/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-3.01581 basis. The Series B Preferred Stock had no expiration date. ( 2 )Shares held by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Mr. Shah is a managing member. Mr. Shah disclaims beneficial ownership of the reported securities held by the Fund except to the extent of his pecuniary interest therein. ( 3 )Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-3.01581 basis. The Series C Preferred Stock had no expiration date. ( 4 )Shares held by RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Adviser is the investment manager for the Nexus Fund. The general partner of the Adviser is the Adviser GP, of which Mr. Shah is a managing member. Mr. Shah disclaims beneficial ownership of the reported securities held by the Nexus Fund except to the extent of his pecuniary interest therein. ( 5 )Shares held in an account owned by a separately managed account (the "Account"). The Adviser is the investment manager for the Account. The general partner of the Adviser is the Adviser GP, of which Mr. Shah is a managing member. Mr. Shah has no pecuniary interest in the reported securities held in the Account and therefore disclaims beneficial ownership of those securities. ( 6 )On February 3, 2020, the Fund purchased 785,658 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering. ( 7 )On February 3, 2020, the Nexus Fund purchased 77,803 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering. ( 8 )On February 3, 2020, the Account purchased 136,539 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

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