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* STERTZER SIMON H (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/05/2019
	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	08/02/2019		P		166,666(3)	A	$6	642,029	I	See footnote(2)
Common Stock	08/06/2019		C		67,484(1)	A	$3	709,513(2)	I	See footnote(2)
Common Stock								230,704	I	See footnote(4)
Common Stock								1,333	D(5)
Common Stock								11,656	I	See footnote(6)
Common Stock								49,877	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
Convertible promissory note	$8(1)	07/05/2019		P		$200,000(1)		07/05/2019	06/05/2020	Common Stock	25,000(1)	$200,000	$200,000	I	See footnote(2)
Warrant (right to buy)	$6.3	08/02/2019		P		166,666(3)		08/06/2019	08/06/2024	Common Stock	166,666	(3)	166,666	I	See footnote(2)
Convertible promissory note	$3(1)	08/06/2019		C			$200,000(1)	07/05/2019	06/05/2020	Common Stock	67,484(1)	$0	0	I	See footnote(2)
Warrant (right to buy)	$6.3	08/06/2019		P		67,484(1)		08/06/2019	08/06/2024	Common Stock	67,484(1)	(1)	234,150	I	See footnote(2)

Explanation of Responses:

1. These securities were issued upon automatic conversion of a Convertible Promissory Note (the "Note") purchased pursuant to a Note Purchase Agreement dated July 5, 2019, by and between the Issuer and certain investors. The principal and accrued and unpaid interest on the Note was immediately convertible into shares of common stock at $8.00 per share or, if the Note remained outstanding at the time of the closing of a public offering of the Registrant, was subject to conversion into the securities offering in the public offering at 50% of the price to the public for such securities in such offering. The Registrant closed a public offering of units, each unit consists of one share of common stock and one warrant to purchase one share of common stock on August 6, 2019 at a price of $6.00 per unit and the Note converted in accordance with its terms into units at a price of $3.00 per unit.

2. These securities are held by the Stertzer Family Trust, of which the Reporting Person and his spouse are co-trustees.

3. The reported securities were included within 166,666 units purchased by the Stertzer Family Trust for $6.00 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock.

4. These securities are held by Windrock Enterprises L.L.C., of which the Reporting Person and his spouse are the sole members and managers.

5. These securities are owned jointly by Dr. Simon H. Stertzer and his spouse, Kimberly Stertzer.

6. These shares are held by the Stertzer Gamma Trust, of which the Reporting Person is the grantor.

7. These shares are held by Stertzer Holdings LLC, and the Reporting Person may be deemed to have beneficial ownership of such shares.

	/s/ David McClung, by power of attorney	08/06/2019
	** 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).
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