0001415889-24-002278.txt : 20240202 0001415889-24-002278.hdr.sgml : 20240202 20240202160012 ACCESSION NUMBER: 0001415889-24-002278 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240126 FILED AS OF DATE: 20240202 DATE AS OF CHANGE: 20240202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TANG KEVIN C CENTRAL INDEX KEY: 0001178579 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40356 FILM NUMBER: 24591195 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40356 FILM NUMBER: 24591193 BUSINESS ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-200-3830 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TANG CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001232621 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40356 FILM NUMBER: 24591194 BUSINESS ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-200-3830 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rain Oncology Inc. CENTRAL INDEX KEY: 0001724979 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 821130967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8000 JARVIS AVENUE STREET 2: SUITE 204 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: (510) 953-5559 MAIL ADDRESS: STREET 1: 8000 JARVIS AVENUE STREET 2: SUITE 204 CITY: NEWARK STATE: CA ZIP: 94560 FORMER COMPANY: FORMER CONFORMED NAME: Rain Therapeutics Inc. DATE OF NAME CHANGE: 20171211 4 1 form4-02022024_040201.xml X0508 4 2024-01-26 1 0001724979 Rain Oncology Inc. RAIN 0001178579 TANG KEVIN C 4747 EXECUTIVE DRIVE SUITE 210 SAN DIEGO CA 92121 false false true false 0001232621 TANG CAPITAL MANAGEMENT LLC 4747 EXECUTIVE DRIVE SUITE 210 SAN DIEGO CA 92121 0 0 1 0 0001191935 TANG CAPITAL PARTNERS LP 4747 EXECUTIVE DRIVE SUITE 210 SAN DIEGO CA 92121 0 0 1 0 0 Common Stock 2024-01-26 4 U 0 3850513 D 0 I By LP This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 13, 2023, by and among the Issuer, Pathos AI, Inc. ("Parent"), and WK Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, to which Parent completed a tender offer for shares of common stock of the Issuer, $0.001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $1.16 per Share plus one contingent value right for potential cash payments of up to approximately $0.17 per Share. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. The Reporting Person has delivered to the Issuer the full amount of the disgorgeable profit arising the sale reported herein, in the amount of $18,729.24. The Reporting Persons received the following in exchange for each Share tendered in connection with the Merger: $1.16 in cash per Share and one contingent value right for potential cash payments of up to approximately $0.17 per Share. The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP. Kevin Tang 2024-02-02 Kevin Tang, Manager 2024-02-02 Kevin Tang, Manager of Tang Capital Management, LLC, General Partner 2024-02-02