SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Bolzon Bradley J PhD

(Last) (First) (Middle)
C/O BLACK DIAMOND THERAPEUTICS, INC.
139 MAIN STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2020
3. Issuer Name and Ticker or Trading Symbol
Black Diamond Therapeutics, Inc. [ BDTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 331,585 I See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) (2) Common Stock 4,973,787 (2) I See footnote(1)
Series A Preferred Stock (2) (2) Common Stock 380,817 (2) I See footnote(3)
Series A Preferred Stock (2) (2) Common Stock 1,277,111 (2) I See footnote(4)
Series B Preferred Stock (5) (5) Common Stock 653,412 (5) I See footnote(1)
Series B Preferred Stock (5) (5) Common Stock 150,085 (5) I See footnote(3)
Series B Preferred Stock (5) (5) Common Stock 503,327 (5) I See footnote(4)
Series C Preferred Stock (6) (6) Common Stock 810,522 (6) I See footnote(7)
Series C Preferred Stock (6) (6) Common Stock 454,548 (6) I See footnote(1)
Series C Preferred Stock (6) (6) Common Stock 104,407 (6) I See footnote(3)
Series C Preferred Stock (6) (6) Common Stock 350,141 (6) I See footnote(4)
Explanation of Responses:
1. Shares held by Versant Venture Capital VI, L.P. ("Versant VI"). The Reporting Person may be deemed to beneficially own indirectly (i) 331,585 shares of Common Stock, (ii) 4,973,787 shares of Series A Preferred Stock, (iii) 653,412 shares of Series B Preferred Stock and (iv) 454,548 shares of Series C Preferred Stock by reason of the Reporting Person is a managing member of Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP"), the general partner of Versant Ventures VI GP, L.P. ("Versant Ventures VI GP"), the general partner of Versant VI. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose.
2. Each share of Series A Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-3.01581 basis. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series A Preferred Stock has no expiration date.
3. Shares held by Versant Voyageurs I Parallel, L.P. ("Versant I Parallel"). The Reporting Person may be deemed to beneficially own indirectly (i) 380,817 shares of Series A Preferred Stock, (ii) 150,085 shares of Series B Preferred Stock and (iii) 104,407 shares of Series C Preferred Stock by reason of the Reporting Person is a managing member of Versant Ventures VI GP-GP, the general partner of Versant Ventures VI GP, the general partner of Versant Voyageurs I GP, L.P. ("Versant Voyageurs I GP LP"), the general partner of Versant I Parallel. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16.
4. Shares held by Versant Voyageurs I, L.P.("Versant Voyageurs I"). The Reporting Person may be deemed to beneficially own indirectly (i) 1,277,111 shares of Series A Preferred Stock, (ii) 503,327 shares of Series B Preferred Stock and (iii) 350,141 shares of Series C Preferred Stock by reason of the Reporting Person has a beneficial interest in Versant Voyageurs I GP Company, the general partner of Versant Voyageurs I. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16.
5. Each share of Series B Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-3.01581 basis. Upon the closing of the Issuer's initial public offering, all shares of Series B Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series B Preferred Stock has no expiration date.
6. Each share of Series C Preferred Stock is convertible into shares of the Issuer's Common Stock on a one-for-3.01581 basis. Upon the closing of the Issuer's initial public offering, all shares of Series C Preferred Stock will convert into the number of shares of Common Stock of the Issuer shown in column 3. The Series C Preferred Stock has no expiration date.
7. Shares held by Versant Vantage I, L.P. ("Versant Vantage I"). The Reporting Person may be deemed to beneficially own indirectly 810,522 shares of Series C Preferred Stock by reason of the Reporting Person is a managing member of Versant Vantage I GP-GP, LLC, the general partner of Versant Vantage I GP, LP, the general partner of Versant Vantage I. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Brent Hatzis-Schoch, as Attorney-in-Fact 01/29/2020
** 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 5 (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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                                                                      Exhibit 24

                               POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby constitutes and
appoints each of Thomas Leggett, Brent Hatzis-Schoch, Marishka DeToy, and Karin
Yoo, signing singly, the undersigned's true and lawful attorney-in-fact to:

       (1)    execute for and on behalf of the undersigned, in the undersigned's
              capacity as an officer and/or director of Black Diamond
              Therapeutics, Inc., a Delaware corporation (the "Company"), (i)
              Form ID, including any attached documents, to effect the
              assignment of codes to the undersigned to be used in the
              transmission of information to the United States Securities and
              Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5,
              (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each
              thereof, in accordance with Section 16(a) of the Securities
              Exchange Act of 1934, as amended, and the rules thereunder;

       (2)    do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or any
              amendments thereto and timely file such form with the United
              States Securities and Exchange Commission and any stock exchange
              or similar authority; and

       (3)    take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorney-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorney-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorney-in-fact may approve in
              such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in-fact.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the
United States Securities and Exchange Commission as a confirming statement of
the authority granted herein. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of the Company.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of January 29, 2020.


                                              /s/ Bradley Bolzon
                                              ---------------------------------
                                              Bradley Bolzon