Sec Form 13D Filing - SCHULER JACK W filing for Biodesix, Inc. (BDSX) - 2022-01-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 (Title of Class of Securities)

 (CUSIP Number)

Jack W. Schuler

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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2.

This percentage is based on the sum of approximately 30,784,278 Shares outstanding, based on information from the Issuer, plus 11,717 Shares that the Reporting Person has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing.

 

1	NAMES OF REPORTING PERSONS
	Jack W. Schuler Living Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			8,463,164
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,463,164
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,463,164
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.5% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1.

This percentage is based on approximately 30,784,278 Shares outstanding as of the date of this filing, based on information from the Issuer.

 

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2020, (the “Initial Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Biodesix, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 2970 Wilderness Place, Suite 100, Boulder, Colorado 80301.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Schuler, through the Trust, purchased 2,298,850 Shares, at a price of $4.35 per Share, directly from the Issuer in a registered at-the-market offering, for an aggregate purchase price of $9,999,997.50.  The source of funds for these purchases was Mr. Schuler’s personal funds.

Item 5(a) – (c) of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Schuler’s beneficial ownership consists of (1) 11,717 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (2) 8,463,164 held by the Trust, representing approximately 27.5% of the Shares outstanding, and (3) 277,777 Shares held by the Foundation, representing approximately 0.9% of the Shares outstanding.

The foregoing beneficial ownership percentages are based on approximately 30,784,278 Shares outstanding as of the date of this filing, based on information from the Issuer, plus, for purposes of calculating Mr. Schuler’s beneficial ownership percentage, 11,717 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing.

As sole trustee of the Trust, Mr. Schuler shares with the Trust the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 8,463,164 Shares beneficially owned by the Trust. Mr. Schuler disclaims any beneficial ownership in any of the Shares held by the Foundation. In addition, Mr. Schuler has no pecuniary interest, as such term is used for purposes of Section 16 of the Act, in any of the Shares held by the Foundation.

(c) The response to Item 3 of this Schedule 13D is incorporated by reference herein.  In addition, the Reporting Persons effected the following transactions in Shares, in the open-market through a broker, within the past 60 days:

(1) This price is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $6.23 to $6.64, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) through (4).

(2) This price is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $6.12 to $6.49, inclusive.

(3) This price is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $6.44 to $6.53, inclusive.

(4) This price is a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $6.00 to $6.40, inclusive.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

January 4, 2022

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