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^*

Scott Randal W.

(Last)

(First)

(Middle)

C/O TALIS BIOMEDICAL CORPORATION

230 CONSTITUTION DRIVE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021

3. Issuer Name and Ticker or Trading Symbol
Talis Biomedical Corp [ TLIS ]

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

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

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)

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)
Stock Option (right to buy)	⁽¹⁾	02/11/2030	Common Stock	82,788	$1.51	D
Stock Option (right to buy)	⁽²⁾	02/25/2026	Common Stock	8,636	$1.51	D
Stock Option (right to buy)	⁽¹⁾	11/04/2028	Common Stock	5,344	$1.51	D
Stock Option (right to buy)	⁽²⁾	08/05/2030	Common Stock	47,011	$6.25	D
Series D-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,076,643	⁽³⁾	I	By Thinking Bench Capital, LLC⁽⁴⁾
Series E-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	478,402	⁽⁵⁾	I	By Thinking Bench Capital, LLC⁽⁴⁾
Series F-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	432,749	⁽⁶⁾	I	By Thinking Bench Capital, LLC⁽⁴⁾

Explanation of Responses:

1. 1/48th of the shares subject to the option shall vest monthly over the four years from the vesting commencement date.

2. 25% of the shares underlying this option shall vest on the first annual anniversary of the vesting commencement date and 1/48th of the shares underlying this option shall vest monthly thereafter over 36 months.

3. Each share of Series D-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series D-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series D-1 Preferred Stock.

4. The shares are held by Thinking Bench Capital, LLC, for which Dr. Scott is the manager. The OG Family Trust, u/d/t May 30, 2014 is the sole member of Thinking Bench Capital, LLC. Dr. Scott and his spouse are trustees and share voting and dispositive power of the OG Family Trust, u/d/t May 30, 2014.

5. Each share of Series E-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series E-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series E-1 Preferred Stock.

6. Each share of Series F-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series F-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series F-1 Preferred Stock.

Remarks:

	/s/ Karen E. Flick, Attorney-in-Fact for Randal Scott	02/11/2021
	** 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).
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