SEC Filing | Talis

View:

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								590	I	See Footnotes⁽¹⁵⁾
Common Stock	02/17/2021		P		457,462	A	$16	571,659	I	See Footnotes⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁶⁾
Common Stock	02/17/2021		P		5,792,538	A	$16	7,003,176	I	See Footnotes⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F-2 Convertible Preferred Stock	⁽²⁾	11/02/2020		A		767,106⁽¹⁾		⁽²⁾	⁽²⁾	Series 1 Convertible Preferred Stock⁽²⁾⁽³⁾	536,438	$8.55⁽¹⁾	767,106	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series F-2 Convertible Preferred Stock	⁽²⁾	11/02/2020		A		9,191,433⁽¹⁾		⁽²⁾	⁽²⁾	Series 1 Convertible Preferred Stock⁽²⁾⁽³⁾	6,427,576	$8.55⁽¹⁾	9,191,433	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series C-1 Convertible Preferred Stock	⁽⁷⁾	02/17/2021		M			4,975⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽⁷⁾	3,479	⁽¹⁴⁾	0	I	See Footnotes⁽⁷⁾⁽¹⁸⁾
Series C-1 Convertible Preferred Stock	⁽⁴⁾	02/17/2021		M			963,490⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽⁴⁾	673,769	⁽¹⁴⁾	0	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series C-1 Convertible Preferred Stock	⁽⁴⁾	02/17/2021		M			10,214,159⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽⁴⁾	7,142,768	⁽¹⁴⁾	0	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series D-2 Convertible Preferred Stock	⁽⁸⁾	02/17/2021		M			856,370⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽⁸⁾	598,860	⁽¹⁴⁾	0	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series D-2 Convertible Preferred Stock	⁽⁸⁾	02/17/2021		M			9,516,082⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽⁸⁾	6,654,603	⁽¹⁴⁾	0	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series E-1 Convertible Preferred Stock	⁽⁹⁾	02/17/2021		M			2,776⁽⁹⁾	⁽⁹⁾	⁽⁹⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽⁹⁾	1,941	⁽¹⁴⁾	0	I	See Footnotes⁽⁹⁾⁽¹⁸⁾
Series E-2 Convertible Preferred Stock	⁽¹⁰⁾	02/17/2021		M			767,072⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽¹⁰⁾	536,414	⁽¹⁴⁾	0	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series E-2 Convertible Preferred Stock	⁽¹⁰⁾	02/17/2021		M			10,420,117⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Series 1 Convertible Preferred Stock⁽³⁾⁽¹⁰⁾	7,286,794	⁽¹⁴⁾	0	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series F-2 Convertible Preferred Stock	⁽²⁾	02/17/2021		M			767,106⁽²⁾	⁽²⁾	⁽²⁾	Series 1 Convertible Preferred Stock⁽²⁾⁽³⁾	536,438	⁽¹⁴⁾	0	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series F-2 Convertible Preferred Stock	⁽²⁾	02/17/2021		M			9,191,433⁽²⁾	⁽²⁾	⁽²⁾	Series 1 Convertible Preferred Stock⁽²⁾⁽³⁾	6,427,576	⁽¹⁴⁾	0	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽⁷⁾	02/17/2021		M		3,479⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock⁽³⁾⁽⁷⁾	3,479	⁽⁷⁾	3,479	I	See Footnotes⁽⁷⁾⁽¹⁸⁾
Series 1 Convertible Preferred Stock	⁽⁴⁾	02/17/2021		M		673,769⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock⁽³⁾⁽⁴⁾	673,769	⁽⁴⁾	673,769	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽⁴⁾	02/17/2021		M		7,142,768⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock⁽³⁾⁽⁴⁾	7,142,768	⁽⁴⁾	7,142,768	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽⁸⁾	02/17/2021		M		598,860⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock⁽³⁾⁽⁸⁾	598,860	⁽⁸⁾	1,272,629	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽⁸⁾	02/17/2021		M		6,654,603⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock⁽³⁾⁽⁸⁾	6,654,603	⁽⁸⁾	13,797,371	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽⁹⁾	02/17/2021		M		1,941⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock⁽³⁾⁽⁹⁾	1,941	⁽⁹⁾	5,420	I	See Footnotes⁽⁹⁾⁽¹⁸⁾
Series 1 Convertible Preferred Stock	⁽¹⁰⁾	02/17/2021		M		536,414⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock⁽³⁾⁽¹⁰⁾	536,414	⁽¹⁰⁾	1,809,043	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽¹⁰⁾	02/17/2021		M		7,286,794⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock⁽³⁾⁽¹⁰⁾	7,286,794	⁽¹⁰⁾	21,084,165	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽²⁾	02/17/2021		M		536,438⁽²⁾		⁽²⁾	⁽²⁾	Common Stock⁽²⁾⁽³⁾	536,438	⁽²⁾	2,345,481	I	See Footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾
Series 1 Convertible Preferred Stock	⁽²⁾	02/17/2021		M		6,427,576⁽²⁾		⁽²⁾	⁽²⁾	Common Stock⁽²⁾⁽³⁾	6,427,576	⁽²⁾	27,511,741	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

667, L.P.

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. Pursuant to Instruction 4(c)(iii), this response has been left blank.

15. 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.

16. 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.

17. 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.

18. 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.

Remarks:

Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, are directors of Talis Biomedical Corporation (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	02/19/2021
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	02/19/2021
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	02/19/2021
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/	02/19/2021
	/s/ Felix J. Baker	02/19/2021
	/s/ Julian C. Baker	02/19/2021
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.