0001209191-20-056033.txt : 20201027 0001209191-20-056033.hdr.sgml : 20201027 20201027204942 ACCESSION NUMBER: 0001209191-20-056033 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201027 FILED AS OF DATE: 20201027 DATE AS OF CHANGE: 20201027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHULER JACK W CENTRAL INDEX KEY: 0001021412 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39659 FILM NUMBER: 201265860 MAIL ADDRESS: STREET 1: 100 N. FIELD DRIVE STREET 2: SUITE 360 CITY: LAKE FOREST STATE: IL ZIP: 60045 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIODESIX INC CENTRAL INDEX KEY: 0001439725 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 203986492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2970 WILDERNESS PLACE STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-417-0500 MAIL ADDRESS: STREET 1: 2970 WILDERNESS PLACE STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-10-27 0 0001439725 BIODESIX INC BDSX 0001021412 SCHULER JACK W 2970 WILDERNESS PLACE, SUITE 100 BOULDER CO 80301 1 0 1 0 Series B Preferred Stock Common Stock 245042 I By Jack W. Schuler Living Trust Series B-1 Preferred Stock Common Stock 245041 I By Jack W. Schuler Living Trust Series C Preferred Stock Common Stock 56155 I By Jack W. Schuler Living Trust Series D Preferred Stock Common Stock 522546 I By Jack W. Schuler Living Trust Series E Preferred Stock Common Stock 296476 I By Jack W. Schuler Living Trust Series F Preferred Stock Common Stock 1056921 I By Jack W. Schuler Living Trust Series G Preferred Stock Common Stock 1586846 I By Jack W. Schuler Living Trust Series H Preferred Stock Common Stock 904060 I By Jack W. Schuler Living Trust 3% Convertible Debt due June 2021 2021-06-30 Common Stock 753735 I By Jack W. Schuler Living Trust Stock Options (Right to Buy) 6.83 2029-07-15 Common Stock 35158 D Stock Options (Right to Buy) 6.83 2030-04-14 Common Stock 35158 D Every share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock, (collectively, the "Preferred Stock") is convertible into approximately 0.1684664 shares of Issuer Common Stock ("Common Stock") upon the closing of the Issuer's initial public offering ("IPO"). Share numbers give effect to such conversion. The Preferred Stock has no expiration date. Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust. Every share of Series B-1 Preferred Stock ("B-1 Preferred Stock") is convertible into approximately 0.196 shares of Common Stock. Share numbers give effect to such conversion. The B-1 Preferred Stock has no expiration date. This Convertible Debt pays interest at 3% per annum and is payable in full upon maturity through the conversion to Series H Preferred Stock at 80% of the original issuance price of $1.15 per share. On or before the maturity date and if the Convertible Debt is unpaid, the outstanding principal and unpaid accrued interest shall be automatically converted into Common Stock at the completion of the IPO. The conversion price will be equal to 80% of the price per share paid for the Common Stock sold in the IPO. The conversion price is $14.40, or 80% of the $18 price per share paid for the Common Stock sold in the IPO. This option vested in 12 successive, equal monthly installments measured from April 1, 2019. This option vests in 12 successive, equal monthly installments measured from April 1, 2020. Exhibit List Exhibit 24 - Power of Attorney. This Form 3 does not include securities held by the Tino Hans Schuler Trust, Tanya Eva Schuler Trust, Therese Heidi Schuler Trust, Schuler Grandchildren LLC, Schuler Descendants Trust or JS Grandchildren Trust, because the Reporting Person has no pecuniary interest, as such term is used for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, in such securities. /s/ Robin H. Cowie as Attorney-in-Fact for Jack Schuler 2020-10-27 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                               POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Scott Hutton, David Poticha and Robin Harper Cowie, or any
of them acting individually, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

     (1)     prepare, execute in the undersigned's name and on the undersigned's
             behalf, and submit to the U.S. Securities and Exchange Commission
             (the "SEC") a Form ID, including amendments thereto, and any other
             documents necessary or appropriate to obtain codes and passwords
             enabling the undersigned to make electronic filings with the SEC of
             reports required by Section 16(a) of the Securities Exchange Act of
             1934 or any rule or regulation of the SEC;

     (2)     execute for and on behalf of the undersigned, in the undersigned's
             capacity as an officer and/or director of Biodesix, Inc., a public
             limited company incorporated under the laws of England and Wales
             (the "Company"), Forms 3, 4, and 5, including amendments thereto,
             in accordance with Section 16(a) of the Securities Exchange Act of
             1934 and the rules and regulations thereunder;

     (3)     do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form 3, 4, or 5, complete and execute any
             amendment or amendments thereto, and timely file such form with the
             SEC and any stock exchange or similar authority; and

     (4)     take any other action of any type whatsoever in connection with the
             foregoing which, in the opinion of such attorney-in-fact, may be of
             benefit to, in the best interest of, or legally required by, the
             undersigned, it being understood that the documents executed by
             such attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined herein at a later date.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of October, 2020.


                                             /s/ Jack Schuler
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                                                         Signature


                                             Jack Schuler
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                                                         Print Name