Tessler Allan R Form 4 BioCardia / ALLAN R TESSLER 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^*

TESSLER ALLAN R

(Last) (First) (Middle)

C/O BIOCARDIA, INC.

125 SHOREWAY ROAD, SUITE B

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BioCardia, Inc. [ BCDA ]

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)
01/13/2018

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	01/13/2018		M(1)		5,111	A	$0(6)	5,111	D
Common Stock	06/15/2018		M(2)		9,166	A	$0(7)	14,277	D
Common Stock								580,425	I	See footnote(8)
Common Stock								117,089	I	See footnote(9)
Common Stock								117,089	I	See footnote(10)

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
Restricted Stock Units	$0(3)	01/13/2018		M			5,111	(11)	(11)	Common Stock	10,222	$0	10,222	D
Restricted Stock Units	$0(4)	06/15/2018		M			9,166	(12)	(12)	Common Stock	0	$0	0	D
Restricted Stock Units	$0(5)	07/26/2018		A		32,353		(13)	(13)	Common Stock	32,353	$0	32,353	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On January 13, 2017, the reporting person was granted 184,000 RSUs (15,333 after the 12-to-1 reverse split effective November 2, 2017) that were previously reported on Table II of Form 4, which form was filed with the Securities and Exchange Commission (the "SEC") on January 18, 2017.

2. Represents the conversion upon vesting of RSUs into common stock. On June 15, 2017, the reporting person was granted 110,000 RSUs (9,166 after the 12-to-1 reverse split effective November 2, 2017) that were previously reported on Table II of Form 4, which form was filed with the SEC on August 25, 2017.

3. Each RSU is the economic equivalent of one share of BioCardia, Inc. common stock. The closing price of BCDA on January 12, 2018 was $2.95 per share.

4. Each RSU is the economic equivalent of one share of BioCardia, Inc. common stock. The closing price of BCDA on June 15, 2018 was $1.40 per share.

5. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

6. The converted RSU corresponds to a 1:1 common stock issuance.

7. The converted RSU corresponds to a 1:1 common stock issuance.

8. These shares are held by ART/FGT Family Limited Partnership, of which the Reporting Person and his spouse are limited partners.

9. These shares are held by International Financial Group, and the Reporting Person may be deemed to have beneficial ownership of such shares.

10. These shares are held by Tessler Family Limited Partnership, and the Reporting Person may be deemed to have beneficial ownership of such shares.

11. On January 13, 2017, the reporting person was granted 184,000 RSUs (15,333 after the 12-to-1 reverse split effective November 2, 2017), of which 5,111 vested on January 13, 2018. The common stock into which such vested RSUs converted on January 13, 2018 is reported on Table I of this Form 4. The remaining RSUs will continue to vest on the second and third one-year anniversary of the grant date, subject to the Reporting Person continuing as a service provider through each such date.

12. On June 15, 2017, the reporting person was granted 110,000 RSUs (9,166 after the 12-to-1 reverse split effective November 2, 2017), which vested on June 15, 2018. The common stock into which such vested RSUs converted on June 15, 2018 is reported on Table I of this Form 4.

13. The restricted stock units vest as to one hundred percent of the shares on July 26, 2019, subject to the Reporting Person continuing as a service provider through such date. Vested shares will be delivered to the Reporting Person on July 26, 2019.

	/s/ David McClung, by power of attorney	09/26/2018
	** Signature of Reporting Person	Date
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