Sec Form 4 Filing - Shah Rajeev M. @ Black Diamond Therapeutics, Inc. - 2021-05-20

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 BLACK DIAMOND THERAPEUTICS, INC., ONE MAIN STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2021 (Street) CAMBRIDGE, MA02142 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 05/20/2021 J( 1 ) 443 D $ 24.01 ( 2 ) 0 D ( 3 ) Common Stock 2,277,978 I See footnote ( 4 ) Common Stock 311,926 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Rajeev M. C/O BLACK DIAMOND THERAPEUTICS, INC. ONE MAIN STREET, 10TH FLOOR CAMBRIDGE, MA02142 X Signatures /s/ Brent Hatzis-Schoch, as Attorney-in-Fact 05/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 18, 2021, 443 shares were issued to the Reporting Person in accordance with the Issuer's Amended and Restated Non-Employee Director Compensation Policy in lieu of cash compensation for the Reporting Person's annual services as a non-employee director of the Issuer. The Reporting Person's election to receive shares in lieu of cash compensation was inadvertent and the Reporting Person is transferring the shares to the Issuer in exchange for the cash compensation that would otherwise have been paid to the Reporting Person had the election not been made. The transfer of the shares back to the Issuer was approved pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended. ( 2 )The price reported in Column 4 is based upon the closing market price of the Issuer's common stock on March 18, 2021, the date the shares were issued to the Reporting Person. ( 3 )Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person is obligated to turn over to the Adviser any compensation (including net cash or stock, as applicable) from the Issuer, as an offset to advisory fees owed to the Adviser by RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Reporting Person therefore disclaims beneficial ownership of the common stock.. ( 4 )Shares held by the Fund. 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 the Reporting Person is a managing member. The Adviser, the Adviser GP and the Reporting Person disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. ( 5 )Shares held by 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 the Reporting Person is a managing member. The Adviser, the Adviser GP and the Reporting Person disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

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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