Home > Insider Trading > Filing (0001638599-21-000212)

Filing Details

Accession Number:: 0001638599-21-000212
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-19 18:17:18
Reporting Period:: 2020-11-02

Accepted Time:: 2021-02-19 18:17:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1584751	Talis Biomedical Corp	TLIS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-02-17	457,462	$16.00	571,659	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2021-02-17	5,792,538	$16.00	7,003,176	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series 1 Convertible Preferred Stock	Series F-2 Convertible Preferred Stock	Acquisiton	2020-11-02	767,106	$8.55	536,438	$0.00
Series 1 Convertible Preferred Stock	Series F-2 Convertible Preferred Stock	Acquisiton	2020-11-02	9,191,433	$8.55	6,427,576	$0.00
Series 1 Convertible Preferred Stock	Series C-1 Convertible Preferred Stock	Disposition	2021-02-17	4,975	$0.00	3,479	$0.00
Series 1 Convertible Preferred Stock	Series C-1 Convertible Preferred Stock	Disposition	2021-02-17	963,490	$0.00	673,769	$0.00
Series 1 Convertible Preferred Stock	Series C-1 Convertible Preferred Stock	Disposition	2021-02-17	10,214,159	$0.00	7,142,768	$0.00
Series 1 Convertible Preferred Stock	Series D-2 Convertible Preferred Stock	Disposition	2021-02-17	856,370	$0.00	598,860	$0.00
Series 1 Convertible Preferred Stock	Series D-2 Convertible Preferred Stock	Disposition	2021-02-17	9,516,082	$0.00	6,654,603	$0.00
Series 1 Convertible Preferred Stock	Series E-1 Convertible Preferred Stock	Disposition	2021-02-17	2,776	$0.00	1,941	$0.00
Series 1 Convertible Preferred Stock	Series E-2 Convertible Preferred Stock	Disposition	2021-02-17	767,072	$0.00	536,414	$0.00
Series 1 Convertible Preferred Stock	Series E-2 Convertible Preferred Stock	Disposition	2021-02-17	10,420,117	$0.00	7,286,794	$0.00
Series 1 Convertible Preferred Stock	Series F-2 Convertible Preferred Stock	Disposition	2021-02-17	767,106	$0.00	536,438	$0.00
Series 1 Convertible Preferred Stock	Series F-2 Convertible Preferred Stock	Disposition	2021-02-17	9,191,433	$0.00	6,427,576	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	3,479	$0.00	3,479	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	673,769	$0.00	673,769	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	7,142,768	$0.00	7,142,768	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	598,860	$0.00	598,860	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	6,654,603	$0.00	6,654,603	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	1,941	$0.00	1,941	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	536,414	$0.00	536,414	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	7,286,794	$0.00	7,286,794	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	536,438	$0.00	536,438	$0.00
Common Stock	Series 1 Convertible Preferred Stock	Acquisiton	2021-02-17	6,427,576	$0.00	6,427,576	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
767,106	No	4	A	Indirect
9,191,433	No	4	A	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
0	No	4	M	Indirect
3,479	No	4	M	Indirect
673,769	No	4	M	Indirect
7,142,768	No	4	M	Indirect
1,272,629	No	4	M	Indirect
13,797,371	No	4	M	Indirect
5,420	No	4	M	Indirect
1,809,043	No	4	M	Indirect
21,084,165	No	4	M	Indirect
2,345,481	No	4	M	Indirect
27,511,741	No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	590	Indirect	See Footnotes

Footnotes

On November 2, 2020, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"), purchased 767,106 and 9,191,433 shares of Series F-2 Convertible Preferred Stock ("Series F-2 Preferred") of Talis Biomedical Corporation (the "Issuer"), respectively, for $8.55 per share in a private financing.
Series F-2 Preferred were convertible at the election of the holder on a 1-for-1.43 basis ("Series F-2 Preferred Conversion Ratio") without payment or further consideration into either Common Stock ("Common Stock") of the Issuer or Series 1 Convertible Preferred Stock of the Issuer ("Series 1 Preferred") and automatically convert into either Common Stock or Series 1 Preferred at the Series F-2 Preferred Conversion Ratio without payment or further consideration at the close of Issuer's initial public offering (the "IPO"). The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series F-2 Preferred had no expiration date.
Each share of Series 1 Preferred is convertible at the option of the holder without consideration (i) at any time on a 1-for-1 basis into Common Stock, (2) at any time following the third anniversary of the closing of the IPO, on a 1-for-1 basis into shares of non-voting Series 2 Convertible Preferred Stock ("Series 2 Preferred") of the Issuer or (3) upon consummation of any sale of Series 1 Preferred, each share of Series 1 Preferred shall automatically convert into Common Stock. Series 2 Preferred is convertible on a 1-for-1 basis into Common Stock subject to a 4.99% beneficial ownership limitation which may be increased (not to exceed 19.99%) or decreased by the holder and any increase will only be effective upon 61 days' notice to the Issuer.
Series C-1 Convertible Preferred Stock ("Series C-1 Preferred") automatically converted on a 1-for-1.43 basis ("Series C-1 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series C-1 Preferred had no expiration date.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Series C-1 Preferred automatically converted at the Series C-1 Preferred Conversion Ratio without payment or further consideration at the close of the IPO into Series 1 Preferred. FBB Associates elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series C-1 Preferred had no expiration date. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 3,479 shares of Series 1 Preferred directly held by FBB Associates.
Series D-2 Convertible Preferred Stock ("Series D-2 Preferred") automatically converted on a 1-for-1.43 basis ("Series D-2 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series D-2 Preferred had no expiration date.
Series E-1 Convertible Preferred Stock ("Series E-1 Preferred") automatically converted on a 1-for-1.43 basis ("Series E-1 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. FBB Associates elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series E-1 Preferred had no expiration date. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 1,941 shares of Series 1 Preferred directly held by FBB Associates.
Series E-2 Convertible Preferred Stock ("Series E-2 Preferred") automatically converted on a 1-for-1.43 basis ("Series E-2 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series E-2 Preferred had no expiration date.
667 and Life Sciences purchased 457,462 and 5,792,538 shares of Common Stock, respectively, for $16.00 per share pursuant to the IPO that closed on February 17, 2021.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 590 shares of Common Stock directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.