SEC Form SC 13D/A filed by BioCardia Inc. (Amendment)

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

(1) Includes 22,642 shares of common stock subject to stock options held by the Reporting Person and which are exercisable within 60 days of December 16, 2022.

(2) Includes shares held jointly by the Reporting Person and Kimberly Stertzer; all shares owned by the Stertzer Family Trust, of which the Reporting Person and Kimberly Stertzer are co-trustees, and 326,742 shares of common stock issuable upon exercise of warrants held by the Stertzer Family Trust; all shares held by held by Windrock Enterprises L.L.C., of which the Reporting Person and Kimberly Stertzer are the sole members and managers, and 92,592 shares of common stock issuable upon exercise of warrants held by Windrock Enterprises L.L.C.. Also includes shares held by the Stertzer Gamm Trust, of which the Reporting Person is a grantor and shares held by Stertzer Holdings LLC, and the Reporting Person may be deemed to have beneficial ownership of such shares.

(3) Based on 20,045,500 shares of the Issuer’s common stock outstanding as of December 16, 2022 and assumes the exercise of the Reporting Person’s stock options exercisable within 60 days of December 16, 2022 and the warrants held by Windrock Enterprises L.L.C. and the Stertzer Family Trust for an aggregate of 419,334 shares of common stock of the Issuer exercisable within 60 days of December 16, 2022.

SCHEDULE 13D

(1) Includes shares held jointly by Simon H. Stertzer and the Reporting Person; all shares owned by the Stertzer Family Trust, of which Simon H. Stertzer and Kimberly Stertzer are co-trustees, and 326,742 shares of common stock issuable upon exercise of warrants held by the Stertzer Family Trust; all shares held by held by Windrock Enterprises L.L.C., of which Simon H. Stertzer and the Reporting Person are the sole members and managers, and 92,592 shares of common stock issuable upon exercise of warrants held by Windrock Enterprises L.L.C. Also includes shares held by the Stertzer Gamma Trust, of which the Reporting Person is a grantor, and shares held by Stertzer Holdings LLC, of which the Reporting Person is a manager, and may be deemed to have beneficial ownership of such shares.

(2) Based on 20,045,500 shares of the Issuer’s common stock outstanding as of December 16, 2022 and assumes the exercise of the warrants held by Windrock Enterprises L.L.C. and the Stertzer Family Trust for an aggregate of 419,334 shares of common stock of the Issuer.

SCHEDULE 13D

(1) Simon H. Stertzer and Kimberly Stertzer are co-trustees of the Stertzer Family Trust. Share number includes 326,742 shares of common stock issuable upon exercise of a warrant held by the Stertzer Family Trust.

(2) Based on 20,045,500 shares of the Issuer’s common stock outstanding as of December 16, 2022 and assumes the exercise of the warrant held by the Stertzer Family Trust to purchase 326,742 shares of common stock of the Issuer.

SCHEDULE 13D

(1) Simon H. Stertzer and Kimberly Stertzer are the sole members and managers of the Reporting Person. Share number includes 92,592 shares of common stock issuable upon exercise of a warrant held by the Windrock Enterprises L.L.C.

(2) Based on 20,045,500 shares of the Issuer’s common stock outstanding as of December 16, 2022 and assumes the exercise of the warrant held by Windrock Enterprises L.L.C. to purchase 92,592 shares of common stock of the Issuer.

SCHEDULE 13D

CUSIP No. 09060U507

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 (this “Amendment”) amends and supplements the statement on Schedule 13D filed on November 2, 2016, by Simon H. Stertzer and Kimberly Stertzer (together, the “Original Reporting Persons”), as amended by Amendment No. 1 (“Amendment No. 1) filed on January 4, 2019 and by Amendment No. 2 (“Amendment No. 2”) filed on January 10, 2019 (collectively, the “Original Schedule 13D”) by each of the Original Reporting Persons, the Stertzer Family Trust and Windrock Enterprises L.L.C. (together, the “Reporting Persons”). This Amendment relates to the common stock, par value $0.001 per share, of BioCardia, Inc., a Delaware corporation (the “Issuer”), and amends the Original Schedule 13D as set forth below. Capitalized terms not defined in this Amendment will have the meanings from the Original Schedule 13D. This Amendment is filed by the Reporting Persons pursuant to the Joint Filing Agreement, dated January 10, 2019 as executed by the Reporting Persons (Exhibit 99.1 to Amendment No. 2).

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 1. Security and Issuer.

Item 1 is deleted in its entirety and replaced with the following text:

The securities to which this statement on Schedule 13D (this “Statement”) relates are the common stock, par value $.001 per share (the “Common Stock”), of the Issuer. The address of the principal executive offices of the Issuer is 320 Soquel Way, Sunnyvale, California 94085.

Item 2. Identity and Background.

Item 2(b) is deleted in its entirety and replaced with the following text:

(b)     Residence or Business Address

The business address of each Reporting Person is c/o BioCardia, Inc., 320 Soquel Way, Sunnyvale, California 94085.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Also, the Stertzer Family Trust purchased 178,571 shares of the Issuer’s Common Stock in a private placement on December 16, 2022 at a purchase price $1.68 per share, or $29,999.28 in the aggregate.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented by incorporating the response to Item 3 above at the end of this Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5 is deleted in its entirety and replaced with the following text:

(a)

(b) The Reporting Persons’ responses to cover page Items 7 through 10 of this Amendment, including the footnotes thereto, if any, are hereby incorporated by reference in this Item 5.

(c) Transactions in the Issuer’s securities effected by the Reporting Persons:

The information set forth above in Item 3 is incorporated herein by reference. Except as otherwise described herein, none of the Reporting Persons has effected any transactions in common stock of the Issuer in the 60 days prior to December 16, 2022.

(d) Not applicable.

(e) On May 28, 2020, Windrock Enterprises L.L.C. ceased to be the beneficial owner of more than five percent of the common stock of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2023

Dated: January 9, 2023

Dated: January 9, 2023

Dated: January 9, 2023