Rajeev M. Shah - May 20, 2021 Form 4 Insider Report for Black Diamond Therapeutics, Inc. (BDTX)

Role
Director
Signature
/s/ Brent Hatzis-Schoch, as Attorney-in-Fact
Stock symbol
BDTX
Transactions as of
May 20, 2021
Transactions value $
-$10,636
Form type
4
Date filed
5/21/2021, 05:52 PM
Next filing
Jun 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BDTX Common Stock Other -$10.6K -443 -100% $24.01* 0 May 20, 2021 Direct F1, F2, F3
holding BDTX Common Stock 2.28M May 20, 2021 See footnote F4
holding BDTX Common Stock 312K May 20, 2021 See footnote F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 18, 2021, 443 shares were issued to the Reporting Person in accordance with the Issuer's Amended and Restated Non-Employee Director Compensation Policy in lieu of cash compensation for the Reporting Person's annual services as a non-employee director of the Issuer. The Reporting Person's election to receive shares in lieu of cash compensation was inadvertent and the Reporting Person is transferring the shares to the Issuer in exchange for the cash compensation that would otherwise have been paid to the Reporting Person had the election not been made. The transfer of the shares back to the Issuer was approved pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
F2 The price reported in Column 4 is based upon the closing market price of the Issuer's common stock on March 18, 2021, the date the shares were issued to the Reporting Person.
F3 Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person is obligated to turn over to the Adviser any compensation (including net cash or stock, as applicable) from the Issuer, as an offset to advisory fees owed to the Adviser by RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The Reporting Person therefore disclaims beneficial ownership of the common stock..
F4 Shares held by the Fund. The Adviser is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which the Reporting Person is a managing member. The Adviser, the Adviser GP and the Reporting Person disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F5 Shares held by the Nexus Fund. The Adviser is the investment manager for the Nexus Fund. The general partner of the Adviser is the Adviser GP, of which the Reporting Person is a managing member. The Adviser, the Adviser GP and the Reporting Person disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.