Lawrence T. Kennedy Jr - Apr 5, 2024 Form 4 Insider Report for BIODESIX INC (BDSX)

Role: Director, 10%+ Owner
Signature: /s/ Robin H. Cowie as Attorney-in-Fact for Lawrence T. Kennedy, Jr.
Stock symbol: BDSX
Transactions as of: Apr 5, 2024
Transactions value $: $5,000,016
Form type: 4
Date filed: 4/9/2024, 07:32 PM
Previous filing: Jan 3, 2024
Next filing: May 23, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BDSX	Series A Non-Voting Convertible Preferred Stock	Award	$2M	+43.5K		$46.00^*	43.5K	Apr 5, 2024	Common Stock	1.74M		By: Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16	F1
transaction	BDSX	Series A Non-Voting Convertible Preferred Stock	Award	$3M	+65.2K		$46.00^*	65.2K	Apr 5, 2024	Common Stock	2.61M		By: KFDI-B LLC	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares of Series A Non-Voting Convertible Preferred Stock ("Preferred Stock") were issued to the Reporting Person under securities purchase agreements entered into with the Issuer, pursuant to which the Issuer has agreed to submit to its stockholders the approval of the conversion of the Preferred Stock into shares of Common Stock at its 2024 annual meeting of stockholders (the "Conversion Proposal"). Following such approval of the Conversion Proposal, each share of Preferred Stock will automatically convert into 40 shares of Common Stock, subject to certain limitations, including that the Reporting Person is prohibited from converting shares of Preferred Stock into shares of Common Stock if, as a result of such conversion, the Reporting Person, together with his affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. The Preferred Stock has no expiration date.

Content

These shares of Series A Non-Voting Convertible Preferred Stock ("Preferred Stock") were issued to the Reporting Person under securities purchase agreements entered into with the Issuer, pursuant to which the Issuer has agreed to submit to its stockholders the approval of the conversion of the Preferred Stock into shares of Common Stock at its 2024 annual meeting of stockholders (the "Conversion Proposal"). Following such approval of the Conversion Proposal, each share of Preferred Stock will automatically convert into 40 shares of Common Stock, subject to certain limitations, including that the Reporting Person is prohibited from converting shares of Preferred Stock into shares of Common Stock if, as a result of such conversion, the Reporting Person, together with his affiliates, would beneficially own more than 19.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. The Preferred Stock has no expiration date.