SEC FORM 3

SEC Form 3

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^*

Epstein David M.

(Last)

(First)

(Middle)

C/O BLACK DIAMOND THERAPEUTICS, INC.

139 MAIN STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

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 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
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	482,665	D
Common Stock	104,449	I	See footnote⁽¹⁾
Common Stock	104,449	I	See footnote⁽²⁾
Common Stock	16,579	I	See footnote⁽³⁾
Common Stock	16,579	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	242,904	⁽⁵⁾	D
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	23,090	⁽⁵⁾	I	See footnote⁽⁶⁾
Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	4,354	⁽⁷⁾	D
Stock Option (Right to Buy)	⁽⁸⁾	08/13/2029	Common Stock	244,616	$6.42	D
Stock Option (Right to Buy)	⁽⁹⁾	12/04/2029	Common Stock	281,847	$10.86	D

Explanation of Responses:

1. Shares held by David M. Epstein 2019 Trust For Elle. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Elle and may be deemed to beneficially own these securities.

2. Shares held by David M. Epstein 2019 Trust For Zoe. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Zoe and may be deemed to beneficially own these securities.

3. Shares held by David M. Epstein 2019 Trust For Robert. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Robert and may be deemed to beneficially own these securities.

4. Shares held by David M. Epstein 2019 Trust For Shelley. David M. Epstein is the trustee of the David M. Epstein 2019 Trust for Shelley and may be deemed to beneficially own these securities.

5. 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.

6. Shares held by wife.

7. 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.

8. 25% of the shares subject to this option shall vest and become exercisable on August 14, 2020, with the remainder vesting in 36 equal monthly installments thereafter.

9. 25% of the shares subject to this option shall vest and become exercisable on December 5, 2020, with the remainder vesting in 36 equal monthly installments thereafter.

Remarks:

President and Chief Executive Officer Exhibit 24 - Power of Attorney

	/s/ Brent Hatzis-Schoch, as Attorney-in-Fact	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.
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