Sec Form 4/A Filing - STERTZER SIMON H @ BioCardia, Inc. - 2018-12-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
STERTZER SIMON H
2. Issuer Name and Ticker or Trading Symbol
BioCardia, Inc. [ BCDA]
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)
C/O BIOCARDIA, INC., 125 SHOREWAY ROAD, SUITE B
3. Date of Earliest Transaction (MM/DD/YY)
12/24/2018
(Street)
SAN CARLOS, CA94070
4. If Amendment, Date Original Filed (MM/DD/YY)
12/27/2018
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 12/24/2018 P 1,666,666 ( 1 ) A $ 0.75 4,278,274 ( 2 ) I See footnote ( 2 )
Common Stock 12/24/2018 P 1,666,666 ( 1 ) A $ 0.75 2,076,346 I See footnote ( 3 )
Common Stock 12,000 D ( 4 )
Common Stock 104,910 I See footnote ( 5 )
Common Stock 448,895 I See footnote ( 6 )
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
Warrant (right to buy) $ 0.75 12/24/2018 P 833,333 ( 1 ) 12/24/2018 12/24/2023 Common Stock 833,333 $ 0 833,333 I See footnote ( 2 )
Warrant (right to buy) $ 0.75 12/24/2018 P 833,333 ( 1 ) 12/24/2018 12/24/2023 Common Stock 833,333 $ 0 833,333 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STERTZER SIMON H
C/O BIOCARDIA, INC.
125 SHOREWAY ROAD, SUITE B
SAN CARLOS, CA94070
X X
Signatures
/s/ David McClung, by power of attorney 01/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 24, 2018, the Issuer entered into a Securities Purchase Agreement with certain investors whereby the Stertzer Family Trust and Windrock Enterprises L.L.C. each purchased 1,666,666 shares of Common Stock of the Issuer and a warrant to purchase 833,333 shares of Common Stock of the Issuer with an exercise price of $0.75 per share.
( 2 )These securities are held by the Stertzer Family Trust, of which the Reporting Person and his spouse are co-trustees. The aggregate amount of shares reported as beneficially owned by the Stertzer Family Trust was incorrect in Form 4s previously reported due to mathematical errors and the erroneous attributions of purchases made by Dr. Stertzer directly as reported on the Reporting Person's Form 4s filed on September 20, 2018 for the purchase of 5,000 shares and on September 24, 2018 for the purchase of 1,000 shares
( 3 )These securities are held by Windrock Enterprises L.L.C., of which the Reporting Person and his spouse are the sole members and managers.
( 4 )These securities are owned jointly by Dr. Simon H. Stertzer and his spouse, Kimberly Stertzer. In the Form 4 and Form 4/A filed by the Reporting Person on December 27, 2018, the number of shares of Common Stock owned directly was incorrectly stated as 6,000. Dr. Stertzer purchased an additional 6,000 shares of Common Stock that were previously disclosed as having been purchased by the Stertzer Family Trust. See reports filed by the Reporting Person on September 20, 2018 for the purchase of 5,000 shares and on September 24, 2018 for the purchase of 1,000 shares.
( 5 )These shares are held by the Stertzer Gamma Trust, of which the Reporting Person is the grantor.
( 6 )These shares are held by Stertzer Holdings LLC, and the Reporting Person may be deemed to have beneficial ownership of such shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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