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* Coe Brian (Last) (First) (Middle) C/O TALIS BIOMEDICAL CORPORATION 230 CONSTITUTION DRIVE (Street) MENLO PARK CA 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 X Officer (give title below) Other (specify below) Chief Executive Officer	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	58,881	D
Common Stock	3,916	I	By Jason Coe Irrevocable Gift Trust(1)
Common Stock	3,916	I	By Lillian Coe Irrevocable Gift Trust(2)
Common Stock	2,555	I	By Sarles Associates LLC(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(4)	02/11/2030	Common Stock	817,482	1.51	D
Stock Option (right to buy)	(5)	07/29/2025	Common Stock	33,274	1.51	D
Stock Option (right to buy)	(5)	11/04/2028	Common Stock	34,965	1.51	D
Stock Option (right to buy)	(5)	12/18/2023	Common Stock	50,640	1.51	D
Stock Option (right to buy)	(5)	07/11/2027	Common Stock	24,167	1.51	D
Stock Option (right to buy)	(5)	05/20/2028	Common Stock	7,105	1.51	D
Stock Option (right to buy)	(5)	08/05/2030	Common Stock	587,627	6.25	D
Series C-1 Preferred Stock	(6)	(6)	Common Stock	21,568	(6)	I	By Sarles Associates LLC(3)
Series E-1 Preferred Stock	(7)	(7)	Common Stock	12,035	(7)	I	By Sarles Associates LLC(3)
Series F-1 Preferred Stock	(8)	(8)	Common Stock	10,630	(8)	I	By Sarles Associates LLC(3)

Explanation of Responses:

1. The shares are held by Jason Coe Irrevocable Gift Trust, for which Mr. Coe is a trustee. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. The shares are held by Lillian Coe Irrevocable Gift Trust, for which Mr. Coe is a trustee. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. The shares are held by a trust in which Mr. Coe's spouse and children are beneficiaries. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. 1/48th of the shares subject to the option shall vest monthly over the four years from the vesting commencement date.

5. 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.

6. Each share of Series C-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 C-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 C-1 Preferred Stock.

7. 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.

8. 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 Brian Coe	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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POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each KAREN E. FLICK, J.D., PH.D. and J. ROGER MOODY, JR., signing individually,
the undersigned's true and lawful attorneys-in-fact and agents to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director or beneficial owner of more than 10% of a registered
class of securities of TALIS BIOMEDICAL CORPORATION (the "Company"), Forms 3, 4
and 5 (including any amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;


(2)	do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID
(including any amendments thereto) and timely file such forms with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and

(3)	take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by the Company
or Cooley LLP.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of February 8, 2021.

/s/ Brian Coe
Brian Coe