0001209191-23-036773.txt : 20230613 0001209191-23-036773.hdr.sgml : 20230613 20230613165255 ACCESSION NUMBER: 0001209191-23-036773 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230609 FILED AS OF DATE: 20230613 DATE AS OF CHANGE: 20230613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 231011932 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 231011931 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 231011934 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP CENTRAL INDEX KEY: 0001363364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 231011929 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 667, L.P. CENTRAL INDEX KEY: 0001551139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 231011933 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 231011930 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talis Biomedical Corp CENTRAL INDEX KEY: 0001584751 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 ISLAND DRIVE STREET 2: SUITE 101 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-433-3000 MAIL ADDRESS: STREET 1: 1100 ISLAND DRIVE STREET 2: SUITE 101 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: SlipChip Corp DATE OF NAME CHANGE: 20130820 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-09 0 0001584751 Talis Biomedical Corp TLIS 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0 Non- Qualified Stock Option (right to buy) 0.5047 2023-06-09 4 A 0 23685 0.00 A 2033-06-09 Common Stock 23685 23685 I See Footnotes Non- Qualified Stock Option (right to buy) 0.5047 2023-06-09 4 A 0 23685 0.00 A 2033-06-09 Common Stock 23685 23685 I See Footnotes Includes 23,685 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of Talis Biomedical Corporation (the "Issuer") granted by the Issuer to Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP (the "Adviser") on June 9, 2023, in his capacity as a director of the Issuer, pursuant to the Issuer's 2021 Equity Incentive Plan (the "Incentive Plan"). The Stock Options have a strike price of $0.5047 and vest in twelve equal monthly installments over one year beginning on June 9, 2023, subject to Dr. Cheong's continued service on the board of directors of the Issuer (the "Board"). The Stock Options expire on June 9, 2033. Dr. Cheong serves on the Board as a representative of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") and their affiliates. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Pursuant to the policies of the Adviser, Dr. Cheong does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options and any Common Stock acquired upon the exercise of Stock Options (i.e. no direct pecuniary interest). The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds of for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Pursuant to agreements between Dr. Cheong and the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options and any Common Stock acquired as a result of the exercise of the Stock Options. The acquisition of Stock Options reported on this form represents a single grant to Dr. Cheong of 23,685 Stock Options on Table II. This grant of 23,685 Stock Options for Dr. Cheong is reported for each of the Funds as each has an indirect pecuniary interest in such securities. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Stock Options reported in column 9 of Table II held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, is a director of Talis Biomedical Corporation (the "Issuer"). By virtue of their representation on the board of directors of the Issuer (the "Board"), for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer. Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, resigned from the Board effective March 10, 2023. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2023-06-13 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2023-06-13 /s/ Julian C. Baker 2023-06-13 /s/ Felix J. Baker 2023-06-13 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2023-06-13 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 2023-06-13