Talis Biomedical (TLIS) Form 4 Talis Biomedical / Randal W. Scott 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^*

Scott Randal W.

(Last) (First) (Middle)

C/O TALIS BIOMEDICAL CORPORATION

230 CONSTITUTION DRIVE

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Talis Biomedical Corp [ TLIS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2021

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	02/17/2021		C		752,897	A	(1)	752,897	I	By Thinking Bench Capital, LLC(2)
Common Stock	02/17/2021		C		334,546	A	(3)	1,087,443	I	By Thinking Bench Capital, LLC(2)
Common Stock	02/17/2021		C		302,621	A	(4)	1,390,064	I	By Thinking Bench Capital, LLC(2)
Common Stock	02/17/2021		P		312,500	A	$16	312,500	I	By OG Family Trust, u/d/t May 30, 2014(5)

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
Series D-1 Preferred Stock	(1)	02/17/2021		C			1,076,643	(1)	(1)	Common Stock	752,897	$0.00	0	I	By Thinking Bench Capital, LLC(2)
Series E-1 Preferred Stock	(3)	02/17/2021		C			478,402	(3)	(3)	Common Stock	334,546	$0.00	0	I	By Thinking Bench Capital, LLC(2)
Series F-1 Preferred Stock	(4)	02/17/2021		C			432,749	(4)	(4)	Common Stock	302,621	$0.00	0	I	By Thinking Bench Capital, LLC(2)

Explanation of Responses:

1. Each share of Series D-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. At the closing of the Issuer's initial public offering, each share of Series D-1 Preferred stock converted into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series D-1 Preferred Stock.

2. The shares are held by Thinking Bench Capital, LLC, for which Dr. Scott is the manager. The OG Family Trust, u/d/t May 30, 2014 is the sole member of Thinking Bench Capital, LLC. Dr. Scott and his spouse are trustees and share voting and dispositive power of the OG Family Trust, u/d/t May 30, 2014.

3. Each share of Series E-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. At the closing of the Issuer's initial public offering, each share of Series E-1 Preferred stock converted into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series E-1 Preferred Stock.

4. Each share of Series F-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. At the closing of the Issuer's initial public offering, each share of Series F-1 Preferred stock converted into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series F-1 Preferred Stock.

5. The shares are held directly by the OG Family Trust, u/d/t May 30, 2014. Dr. Scott and his spouse are trustees and share voting and dispositive power over the shares held by OG Family Trust, u/d/t May 30, 2014.

Remarks:

	/s/ Karen E. Flick, Attorney-in-Fact for Randal Scott	02/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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