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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Versant Venture Capital VI, L.P.

(Last) (First) (Middle)
ONE SANSOME STREET
SUITE 3630

(Street)
SAN FRANCISCO CA 94104

(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)
Director X 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)
Form filed by One Reporting Person
X 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 02/03/2020 C 4,973,787 A (1) 5,305,372 D(2)
Common Stock 02/03/2020 C 380,817 A (1) 380,817 I See footnote(3)
Common Stock 02/03/2020 C 1,277,111 A (1) 1,277,111 I See footnote(4)
Common Stock 02/03/2020 C 653,412 A (5) 5,958,784 D(2)
Common Stock 02/03/2020 C 150,085 A (5) 530,902 I See footnote(3)
Common Stock 02/03/2020 C 503,327 A (5) 1,780,438 I See footnote(4)
Common Stock 02/03/2020 C 454,548 A (6) 6,413,332 D(2)
Common Stock 02/03/2020 C 104,407 A (6) 635,309 I See footnote(3)
Common Stock 02/03/2020 C 350,141 A (6) 2,130,579 I See footnote(4)
Common Stock 02/03/2020 C 810,522 A (6) 810,522 I See footnote(7)
Common Stock 02/03/2020 P 79,013(8) A $19 2,209,592 I See footnote(4)
Common Stock 02/03/2020 P 23,560(9) A $19 658,869 I See footnote(3)
Common Stock 02/03/2020 P 396,082(10) A $19 6,809,414 D(2)
Common Stock 02/03/2020 P 396,081(11) A $19 1,206,603 I See footnote(7)
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 A Preferred Stock (1) 02/03/2020 C 15,000,000 (1) (1) Common Stock 4,973,787 (1) 0 D(2)
Series A Preferred Stock (1) 02/03/2020 C 1,148,474 (1) (1) Common Stock 380,817 (1) 0 I See Footnote(3)
Series A Preferred Stock (1) 02/03/2020 C 3,851,526 (1) (1) Common Stock 1,277,111 (1) 0 I See Footnote(4)
Series B Preferred Stock (5) 02/03/2020 C 1,970,572 (5) (5) Common Stock 653,412 (5) 0 D(2)
Series B Preferred Stock (5) 02/03/2020 C 452,630 (5) (5) Common Stock 150,085 (5) 0 I See Footnote(3)
Series B Preferred Stock (5) 02/03/2020 C 1,517,940 (5) (5) Common Stock 503,327 (5) 0 I See Footnote(4)
Series C Preferred Stock (6) 02/03/2020 C 1,370,833 (6) (6) Common Stock 454,548 (6) 0 D(2)
Series C Preferred Stock (6) 02/03/2020 C 314,873 (6) (6) Common Stock 104,407 (6) 0 I See Footnote(3)
Series C Preferred Stock (6) 02/03/2020 C 1,055,960 (6) (6) Common Stock 350,141 (6) 0 I See Footnote(4)
Series C Preferred Stock (6) 02/03/2020 C 2,444,382 (6) (6) Common Stock 810,522 (6) 0 I See Footnote(7)
1. Name and Address of Reporting Person*
Versant Venture Capital VI, L.P.

(Last) (First) (Middle)
ONE SANSOME STREET
SUITE 3630

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Voyageurs I Parallel, L.P.

(Last) (First) (Middle)
ONE SANSOME STREET
SUITE 3630

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Voyageurs I, L.P.

(Last) (First) (Middle)
ONE SANSOME STREET
SUITE 3630

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Versant Vantage I, L.P.

(Last) (First) (Middle)
ONE SANSOME STREET
SUITE 3630

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
Explanation of Responses:
1. Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock automatically converted into shares of Common Stock of the Issuer on a one-for-3.01581 basis. The Series A Preferred Stock had no expiration date.
2. 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.
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 ("Versant Voyageurs I GP") is the general partner of Versant Voyageurs I. Bradley J. Bolzon is 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. 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.
6. 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.
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.
8. On February 3, 2020, Versant Voyageurs I purchased 79,013 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
9. On February 3, 2020, Versant I Parallel purchased 23,560 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
10. On February 3, 2020, Versant VI purchased 396,082 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
11. On February 3, 2020, Versant Vantage I purchased 396,081 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
Remarks:
/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 02/05/2020
/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. 02/05/2020
/s/ Versant Voyageurs I, L.P. By: Versant Voyageurs I GP Company Its: General Partner By: Robin L. Praeger Its: President. 02/05/2020
/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 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.
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.