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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | D(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | D(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) | D(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 | 454,548 | (6) | D(1) | |
Series C Preferred Stock | (6) | (6) | Common Stock | 350,141 | (6) | I | See footnote(3) |
Series C Preferred Stock | (6) | (6) | Common Stock | 104,407 | (6) | I | See footnote(4) |
Series C Preferred Stock | (6) | (6) | Common Stock | 810,522 | (6) | I | See footnote(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Shares held by Versant Venture Capital VI, L.P. ("Versant VI"). Versant Ventures VI GP, L.P. ("Versant Ventures VI GP") is the general partner of Versant VI, and Versant Ventures VI GP-GP, LLC ("Versant Ventures VI GP-GP") is the general partner of Versant Ventures VI GP. Bradley J. Bolzon is a managing member of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VI; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Bradley J. Bolzon is a director of the Issuer and, accordingly, files separate Section 16 reports. |
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"). Versant Voyageurs I GP, L.P. ("Versant Voyageurs I GP LP") is the general partner of Versant I Parallel. Versant Ventures VI GP, L.P. is the general partner of Versant Voyageurs I GP LP. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP. Bradley J. Bolzon, is a managing member of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant I Parallel; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Bradley J. Bolzon is a director of the Issuer and, accordingly, files separate Section 16 reports. |
4. Shares held by Versant Voyageurs I, L.P.("Versant Voyageurs I"). Versant Voyageurs I GP Company is the general partner of Versant Voyageurs I. Bradley J. Bolzon may be deemed to share voting and dispositive power over the shares held by Versant Voyageurs I; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. Bradley J. Bolzon is a director of the Issuer and, accordingly, files separate Section 16 reports. |
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"). Versant Vantage I GP, L.P. ("Versant Vantage I GP LP") is the general partner of Versant Vantage I, and Versant Vantage I GP-GP, LLC ("Versant Vantage I GP GP") is the general partner of Versant Vantage I GP L.P. Bradley J. Bolzon is a managing member of Versant Vantage I GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant Vantage I; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. Bradley J. Bolzon is a director of the Issuer and, accordingly, files separate Section 16 reports. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Versant Venture Capital VI, L.P. By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director | 01/29/2020 | |
/s/ Versant Voyageurs I Parallel, L.P. By: Versant Voyageurs I GP, L.P. Its: General Partner By: Versant Ventures VI GP, L.P. Its: General Partner By: Versant Ventures VI GP-GP, LLC By: Robin L. Praeger Its: Managing Director. | 01/29/2020 | |
/s/ Versant Voyageurs I, L.P. By: Versant Voyageurs I GP Company Its: General Partner By: Robin L. Praeger Its: President. | 01/29/2020 | |
/s/ Versant Vantage I, LP By: Versant Vantage I GP, L.P. Its: General Partner By: Versant Vantage I GP-GP, LLC Its: General Partner By: Robin L. Praeger Its: Managing Director | 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |