Sec Form 4 Filing - STERTZER SIMON H @ BioCardia, Inc. - 2019-07-05

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 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) 07/05/2019 (Street) SAN CARLOS, CA94070 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 08/02/2019 P 166,666 ( 3 ) A $ 6 642,029 I See footnote ( 2 ) Common Stock 08/06/2019 C 67,484 ( 1 ) A $ 3 709,513 ( 2 ) I See footnote ( 2 ) Common Stock 230,704 I See footnote ( 4 ) Common Stock 1,333 D ( 5 ) Common Stock 11,656 I See footnote ( 6 ) Common Stock 49,877 I See footnote ( 7 )

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 Convertible promissory note $ 8 ( 1 ) 07/05/2019 P 07/05/2019 06/05/2020 Common Stock 25,000 ( 1 ) $ 200,000 $ 200,000 I See footnote ( 2 ) Warrant (right to buy) $ 6.3 08/02/2019 P 166,666 ( 3 ) 08/06/2019 08/06/2024 Common Stock 166,666 ( 3 ) 166,666 I See footnote ( 2 ) Convertible promissory note $ 3 ( 1 ) 08/06/2019 C 07/05/2019 06/05/2020 Common Stock 67,484 ( 1 ) $ 0 0 I See footnote ( 2 ) Warrant (right to buy) $ 6.3 08/06/2019 P 67,484 ( 1 ) 08/06/2019 08/06/2024 Common Stock 67,484 ( 1 ) ( 1 ) 234,150 I See footnote ( 2 )

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 08/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were issued upon automatic conversion of a Convertible Promissory Note (the "Note") purchased pursuant to a Note Purchase Agreement dated July 5, 2019, by and between the Issuer and certain investors. The principal and accrued and unpaid interest on the Note was immediately convertible into shares of common stock at $8.00 per share or, if the Note remained outstanding at the time of the closing of a public offering of the Registrant, was subject to conversion into the securities offering in the public offering at 50% of the price to the public for such securities in such offering. The Registrant closed a public offering of units, each unit consists of one share of common stock and one warrant to purchase one share of common stock on August 6, 2019 at a price of $6.00 per unit and the Note converted in accordance with its terms into units at a price of $3.00 per unit. ( 2 )These securities are held by the Stertzer Family Trust, of which the Reporting Person and his spouse are co-trustees. ( 3 )The reported securities were included within 166,666 units purchased by the Stertzer Family Trust for $6.00 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock. ( 4 )These securities are held by Windrock Enterprises L.L.C., of which the Reporting Person and his spouse are the sole members and managers. ( 5 )These securities are owned jointly by Dr. Simon H. Stertzer and his spouse, Kimberly Stertzer. ( 6 )These shares are held by the Stertzer Gamma Trust, of which the Reporting Person is the grantor. ( 7 )These shares are held by Stertzer Holdings LLC, and the Reporting Person may be deemed to have beneficial ownership of such shares.

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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