David M. Epstein Form 4 Black Diamond Therapeutics / David M. Epstein ownership change

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).

1. Name and Address of Reporting Person^*

Epstein David M.

(Last) (First) (Middle)

C/O BLACK DIAMOND THERAPEUTICS, INC.

ONE MAIN STREET, 10TH FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Black Diamond Therapeutics, Inc. [ BDTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/04/2021		M		3,000	A	$6.42	708,423	D
Common Stock	01/04/2021		S(1)		9,985	D	$30.9895(2)	698,438	D
Common Stock	01/04/2021		S(1)		2,015	D	$31.7989(3)	696,423	D
Common Stock								23,090	I	See footnote(4)
Common Stock								104,449	I	See footnote(5)
Common Stock								104,449	I	See footnote(6)
Common Stock								16,579	I	See footnote(7)
Common Stock								16,579	I	See footnote(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.42	01/04/2021		M			3,000	(9)	08/13/2029	Common Stock	3,000	$0.00	230,116	D

Explanation of Responses:

1. Shares sold pursuant to a pre-established 10b5-1 trading plan effective as of June 12, 2020.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.55 to $31.48 inclusive. The Reporting Person undertakes 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 sold at each separate price within the range.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.55 to $32.02 inclusive. The Reporting Person undertakes 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 sold at each separate price within the range.

4. Shares held by wife.

5. Shares held by David M. Epstein 2019 Trust For Elle. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Elle and may be deemed to beneficially own these securities.

6. Shares held by David M. Epstein 2019 Trust For Zoe. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Zoe and may be deemed to beneficially own these securities.

7. Shares held by David M. Epstein 2019 Trust For Robert. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Robert and may be deemed to beneficially own these securities.

8. Shares held by David M. Epstein 2019 Trust For Shelley. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Shelley and may be deemed to beneficially own these securities.

9. 25% of the shares subject to this option vested and became exercisable on August 14, 2020, with the remainder vesting in 36 equal monthly installments thereafter.

Remarks:

Officer Title: President and Chief Executive Officer

	/s/ Brent Hatzis-Schoch, as Attorney-in-Fact	01/06/2021
	** 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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