Rajeev M. Shah Form 4 Black Diamond Therapeutics / Rajeev M. Shah 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^*

Shah Rajeev M.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2020

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	02/03/2020		C		956,723	A	⁽¹⁾	956,723	I	See footnote⁽²⁾
Common Stock	02/03/2020		C		163,353	A	⁽¹⁾	163,353	I	See footnote⁽⁴⁾
Common Stock	02/03/2020		C		186,749	A	⁽¹⁾	186,749	I	See footnote⁽⁵⁾
Common Stock	02/03/2020		C		181,783	A	⁽³⁾	1,138,506	I	See footnote⁽²⁾
Common Stock	02/03/2020		C		70,770	A	⁽³⁾	234,123	I	See footnote⁽⁴⁾
Common Stock	02/03/2020		C		30,526	A	⁽³⁾	217,275	I	See footnote⁽⁵⁾
Common Stock	02/03/2020		P		785,658⁽⁶⁾	A	$19	1,924,164	I	See footnote⁽²⁾
Common Stock	02/03/2020		P		77,803⁽⁷⁾	A	$19	311,926	I	See footnote⁽⁴⁾
Common Stock	02/03/2020		P		136,539⁽⁸⁾	A	$19	353,814	I	See footnote⁽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)
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)
Series B Preferred Stock	⁽¹⁾	02/03/2020		C			2,885,295	⁽¹⁾	⁽¹⁾	Common Stock	956,723	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	02/03/2020		C			492,643	⁽¹⁾	⁽¹⁾	Common Stock	163,353	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	02/03/2020		C			563,204	⁽¹⁾	⁽¹⁾	Common Stock	186,749	⁽¹⁾	0	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽³⁾	02/03/2020		C			548,224	⁽³⁾	⁽³⁾	Common Stock	181,783	⁽³⁾	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽³⁾	02/03/2020		C			213,429	⁽³⁾	⁽³⁾	Common Stock	70,770	⁽³⁾	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽³⁾	02/03/2020		C			92,063	⁽³⁾	⁽³⁾	Common Stock	30,526	⁽³⁾	0	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-3.01581 basis. The Series B Preferred Stock had no expiration date.

2. Shares held by RA Capital Healthcare Fund, L.P. (the "Fund"). RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Mr. Shah is a managing member. Mr. Shah disclaims beneficial ownership of the reported securities held by the Fund except to the extent of his pecuniary interest therein.

3. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-3.01581 basis. The Series C Preferred Stock had no expiration date.

4. Shares held by RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Adviser is the investment manager for the Nexus Fund. The general partner of the Adviser is the Adviser GP, of which Mr. Shah is a managing member. Mr. Shah disclaims beneficial ownership of the reported securities held by the Nexus Fund except to the extent of his pecuniary interest therein.

5. Shares held in an account owned by a separately managed account (the "Account"). The Adviser is the investment manager for the Account. The general partner of the Adviser is the Adviser GP, of which Mr. Shah is a managing member. Mr. Shah has no pecuniary interest in the reported securities held in the Account and therefore disclaims beneficial ownership of those securities.

6. On February 3, 2020, the Fund purchased 785,658 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

7. On February 3, 2020, the Nexus Fund purchased 77,803 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

8. On February 3, 2020, the Account purchased 136,539 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

Remarks:

	/s/ Brent Hatzis-Schoch, as Attorney-in-Fact	02/05/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Rajeev M. Shah Form 4Black Diamond Therapeutics / Rajeev M. Shah ownership change