Kennedy Group Amends Biodesix Stake Filing

TL;DR

Kennedy group updated their Biodesix filing - ownership details might be changing.

AI Summary

Lawrence T. Kennedy, Jr. and associated entities, including KFDI-B LLC and trusts, have filed an amendment (No. 3) to their Schedule 13D for Biodesix, Inc. The filing, dated May 23, 2024, indicates a change in the reporting of beneficial ownership of Biodesix common stock. The specific details of the change in ownership percentage or holdings are not explicitly stated in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant shareholder activity for Biodesix, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in shareholder influence, requiring careful monitoring.

Key Players & Entities

• Lawrence T. Kennedy, Jr. (person) — Reporting Person
• KFDI-B LLC (company) — Group Member
• LAWRENCE T. KENNEDY, JR. PERPETUITY TRUST UAD 6/30/16 (company) — Group Member
• LAWRENCE T. KENNEDY, JR. REVOCABLE TRUST UAD 6/19/01 (company) — Group Member
• BIODESIX INC (company) — Subject Company

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $1 — e 37,050 Shares at an exercise price of $1.57, which will vest in full on March 31

Filing Documents

• ef20029871_sc13da.htm (SC 13D/A) — 143KB
• 0001140361-24-027325.txt ( ) — 144KB

of the Schedule 13D is hereby amended and supplemented as follows

Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is being filed by the undersigned, pursuant to 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on January 13, 2023, as amended on August 7, 2023 and on April 9, 2024 (collectively, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Shares"), of Biodesix, Inc. (the "Issuer" or the "Company"), whose principal executive offices are located at 919 West Dillon Rd., Louisville, Colorado 80027. Item 2. Identity and Background

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a-c,f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i. Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01 (the "Revocable Trust"), ii. Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16 (the "Perpetuity Trust"), iii. KFDI-B, LLC ("KFDI-B"), and iv. Lawrence T. Kennedy, Jr. ("Mr. Kennedy"). Mr. Kennedy is a United States citizen, and is a private investor and a member of the Issuer's board of directors (the "Board"). The Revocable Trust is organized under the laws of the organized under the laws of the State of Delaware, and Mr. Kennedy serves as manager of KFDI-B. The principal address of each of the Reporting Persons is 1700 Madison Road, Suite 200, Cincinnati, Ohio, 45206. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On May 21, 2024, the Conversion Proposal (as defined in Amendment No. 2) was approved by the Company's stockholders at its 2024 annual meeting of stockholders. Following such approval of the Conversion Proposal, each share of Series A Preferred Stock automatically converted into 40 Shares on May 23, 2024, with 30,434,280 Shares being issued upon conversion of an aggregate 760,857 shares of Series A Preferred Stock then outstanding. In connection with the foregoing, the 43,478 shares of Series A Preferred Stock and 65,218 shares of Series A Preferred Stock directly held by each of the Perpetuity Trust and KFDI-B automatically converted into 1,739,120 Shares and 2,608,720 Shares, respectively, on May 23, 2024. Also on May 21, 2024, in connection with Mr. Kennedy's service on the Issuer's Board, Mr. Kennedy was awarded for no additional consideration: (i) 46,686 RSUs, each one of which represents a contingent right to receive one Share, which will vest in full on March 31, 2025, generally subject to Mr. Kennedy's continued service on the Issuer's Board. The Shares underlying these RSUs will be issued to Mr. Kennedy following Mr. Kennedy's separation from service to the Issuer. In the event Mr. Kennedy's continued service on the Board terminates other than for cause, these RSUs will vest on a prorated basis based on the number of full months of service Mr. Kennedy completed during the applicable vesting period. Accordingly, within 60 days of the date of this filing, a total of 11,672 of these RSUs could vest on a prorated basis if Mr. Kennedy's continued service were to terminate other than for cause; the remaining 35,014 RSUs that would not vest within 60 days of the date of this filing have been omitted from Mr. Kennedy's beneficial ownership as reported herein. CUSIP No: 09075X108 SCHEDULE 13D Page 7 of 8 pages (ii) a stock option representing the right to acquire 37,050 Shares at a

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 3 is incorporated by reference herein. Item 5. Interest in Securities of the Issuer

(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows: (a, b) As of the date hereof, Mr. Kennedy may be deemed to beneficially own, in the aggregate, 25,622,151 Shares, which represents approximately 17.6% of the Shares outstanding. Mr. Kennedy's beneficial ownership consists of (i) 264,805 Shares that Mr. Kennedy has the right to acquire upon settlement of vested RSUs within 60 days of the date of this filing, (ii) 9,263 Shares that Mr. Kennedy has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (iii) 10,304,824 Shares held directly by the Revocable Trust, which represents approximately 7.1% of the Shares outstanding, (iv) 12,267,873 Shares held directly by the Perpetuity Trust, which represents approximately 8.5% of the Shares outstanding, and (v) 2,775,386 Shares held directly by KFDI-B, which represents approximately 1.9% of the Shares outstanding. The foregoing beneficial ownership percentages are based on a total of (i) 114,685,783 Shares outstanding as of May 1, 2024, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2024, (ii) an aggregate 30,434,280 Shares issued upon conversion of Series A Preferred Stock on May 23, 2024 following the approval of the Conversion Proposal, and, for purposes of calculating Mr. Kennedy's beneficial ownership percentage, (iii) 274,068 Shares that Mr. Kennedy has the right to acquire within 60 days of the date of this filing. As sole trustee of the Revocable Trust, investment direction advisor of the Perpetuity Trust, and manager of KFDI-B, Mr. Kennedy shares with each of the Revocable Trust, the Perpetuity Trust, and KFDI-B the power to vote or direct the vote, and the power to dispose or direct the disposition of, the Shares beneficially owned by each of the Revocable Trust, the Perpetuity Trust, and KFDI-B. (c) The response to Item 3 of this Amendment No. 3 is incorporated by reference herein. Except as s

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