Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kennedy Lawrence T. Jr

(Last)

(First)

(Middle)

1700 MADISON ROAD, SUITE 200

(Street)

CINCINNATI

45206

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/23/2024		M		1,739,120	A	⁽¹⁾	12,267,873	I	By: Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16
Common Stock	05/23/2024		M		2,608,720	A	⁽¹⁾	2,775,386	I	By: KFDI-B LLC
Common Stock								10,304,824⁽²⁾	I	By: Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	05/21/2024		A		46,686		⁽⁴⁾	⁽⁴⁾	Common Stock	46,686	$0	46,686⁽⁵⁾	D
Stock Options (Right to Buy)	$1.57	05/21/2024		A		37,050		⁽⁶⁾	05/20/2034	Common Stock	37,050	$0	37,050	D
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	05/23/2024		M			43,478	⁽¹⁾	⁽¹⁾	Common Stock	1,739,120	$0	0	I	By: Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16
Series A Non-Voting Convertible Preferred Stock	⁽¹⁾	05/23/2024		M			65,218	⁽¹⁾	⁽¹⁾	Common Stock	2,608,720	$0	0	I	By: KFDI-B LLC

Explanation of Responses:

1. The Issuer's stockholders approved the conversion of shares of the Issuer's Series A Non-Voting Convertible Preferred Stock ("Preferred Stock") into shares of the Issuer's common stock ("Common Stock") at its 2024 annual meeting of stockholders held on May 21, 2024, after which each share of Preferred Stock automatically converted into 40 shares of Common Stock on May 23, 2024.

2. Reported amount has been adjusted to reflect the September 18, 2023 transfer of 687,515 shares of Common Stock previously held by the Lair BDSX GRAT 2022-3.2 to the Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01 and the March 11, 2024 transfer of 34,526 shares of Common Stock previously held by the Lair BDSX GRAT 2022-3.2 to the Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01 (the "March 11, 2024 Transfer"), each of which transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Exchange Act. The Lair BDSX GRAT 2022-3.2 ceased to beneficially own any shares of Common Stock following the March 11, 2024 Transfer.

3. Each restricted stock unit (the "RSU") represents a contingent right to receive one share of Common Stock.

4. These RSUs will vest in full on March 31, 2025, generally subject to the Reporting Person's continued service with the Issuer, and have no expiration date. In the event the Reporting Person's continued service on the Board terminates other than for cause, these RSUs will vest on a prorated basis based on the number of full months of service the Reporting Person completed during the applicable vesting period.

5. Represents deferred RSUs. The shares of Common Stock underlying these RSUs will be issued to the Reporting Person following the Reporting Person's separation from service with the Issuer.

6. This option will vest in full on March 31, 2025, generally subject to the Reporting Person's continued service with the Issuer. In the event the Reporting Person's continued service on the Board terminates other than for cause, this option will vest on a prorated basis based on the number of full months of service the Reporting Person completed during the applicable vesting period.

	/s/ Robin H. Cowie as Attorney-in-Fact for Lawrence T. Kennedy, Jr.	05/23/2024
	** 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 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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