SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SCHULER JACK W

(Last)

(First)

(Middle)

2970 WILDERNESS PLACE, SUITE 100

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2020

3. Issuer Name and Ticker or Trading Symbol
BIODESIX INC [ BDSX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	245,042	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	245,041	⁽³⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	56,155	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	522,546	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	296,476	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,056,921	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,586,846	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Series H Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	904,060	⁽¹⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
3% Convertible Debt due June 2021	⁽⁴⁾	06/30/2021	Common Stock	753,735	⁽⁴⁾	I⁽²⁾	By Jack W. Schuler Living Trust⁽²⁾
Stock Options (Right to Buy)	⁽⁵⁾	07/15/2029	Common Stock	35,158	$6.83	D
Stock Options (Right to Buy)	⁽⁶⁾	04/14/2030	Common Stock	35,158	$6.83	D

Explanation of Responses:

1. 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.

2. Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust.

3. 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.

4. 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.

5. This option vested in 12 successive, equal monthly installments measured from April 1, 2019.

6. This option vests in 12 successive, equal monthly installments measured from April 1, 2020.

Remarks:

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	10/27/2020
	** Signature of Reporting Person	Date
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 5 (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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