BDTX Director Chooses Stock Over Cash Pay, Signals Confidence in Biotech Firm

Rhea-AI Filing Summary

Director Ali Behbahani of Black Diamond Therapeutics reported acquiring 6,170 shares of common stock at $2.33 per share on June 20, 2025. The shares were issued as compensation for annual services as a non-employee director, in lieu of cash compensation under the company's Fifth Amended and Restated Non-Employee Director Compensation Policy.

Following the transaction, Behbahani directly owns 77,150 shares and indirectly controls 4,448,757 shares through NEA 16 GP, LLC, where he serves as a manager. The indirect ownership is through a complex structure involving NEA Partners 16, L.P. and New Enterprise Associates 16, L.P., though Behbahani disclaims beneficial ownership of these shares under Section 16 rules.

This Form 4 filing demonstrates continued insider engagement through equity-based compensation, with the director choosing stock over cash compensation, potentially indicating confidence in the company's future prospects.

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Behbahani Ali

(Last) (First) (Middle)

2855 SAND HILL RD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Black Diamond Therapeutics, Inc. [ BDTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2025		A(1)		6,170	A	$2.33(2)	77,150	D
Common Stock								4,448,757	I	See Note 3(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were issued in accordance with the Issuer's Fifth Amended and Restated Non-Employee Director Compensation Policy, pursuant to which the Reporting Person elected to receive shares of the Issuer's common stock in lieu of cash compensation for annual services as a non-employee director of the Issuer.

2. The price reported in Column 4 is based upon the closing market price of the Issuer's common stock on June 18, 2025.

3. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest.

	/s/ Zachary Bambach, attorney-in-fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many BDTX shares did director Ali Behbahani acquire on June 20, 2025?

Director Ali Behbahani acquired 6,170 shares of BDTX common stock on June 20, 2025 at a price of $2.33 per share.

Why did BDTX director Ali Behbahani receive shares instead of cash compensation?

The shares were issued according to BDTX's Fifth Amended and Restated Non-Employee Director Compensation Policy, where Behbahani elected to receive company common stock in lieu of cash compensation for his annual services as a non-employee director.

How many BDTX shares does Ali Behbahani directly own after the June 20, 2025 transaction?

Following the reported transaction, Ali Behbahani directly owns 77,150 shares of BDTX common stock.

What is Ali Behbahani's indirect ownership position in BDTX through NEA 16?

Behbahani has indirect beneficial ownership of 4,448,757 shares through New Enterprise Associates 16, L.P. (NEA 16), where he serves as a manager of NEA 16 GP, LLC, though he disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.