0001104659-25-059489.txt : 20250613 0001104659-25-059489.hdr.sgml : 20250613 20250613180054 ACCESSION NUMBER: 0001104659-25-059489 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250611 FILED AS OF DATE: 20250613 DATE AS OF CHANGE: 20250613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39071 FILM NUMBER: 251047940 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RedCo II Master Fund, L.P. CENTRAL INDEX KEY: 0001921783 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39071 FILM NUMBER: 251047938 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 4154899980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE, BLDG D, STE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39071 FILM NUMBER: 251047939 MAIL ADDRESS: STREET 1: 45 W. 27TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADC Therapeutics SA CENTRAL INDEX KEY: 0001771910 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BIOPOLE STREET 2: ROUTE DE LA CORNICHE 3B CITY: EPALINGES STATE: V8 ZIP: 1066 BUSINESS PHONE: 41 21 653 02 00 MAIL ADDRESS: STREET 1: BIOPOLE STREET 2: ROUTE DE LA CORNICHE 3B CITY: EPALINGES STATE: V8 ZIP: 1066 4 1 tm2517929-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2025-06-11 0 0001771910 ADC Therapeutics SA ADCT 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 0 0 1 0 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 0 0 1 0 0001921783 RedCo II Master Fund, L.P. C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 0 0 1 0 0 Pre-Funded Warrants 2025-06-11 4 P 0 15734267 3.432 A 2025-06-16 Common Share 15734267 15734267 I See Footnotes Pre-Funded Warrants 2025-06-11 4 P 0 12465234 3.432 A 2025-06-16 Common Share 12465234 12465234 D On June 11, 2025, certain private investment vehicles managed by Redmile Group, LLC (collectively, the "Redmile Clients"), including RedCo II Master Fund, L.P. ("RedCo II"), entered into a securities purchase agreement (the "Purchase Agreement") in connection with a private placement by the Issuer to certain institutional investors. Pursuant to the terms of the Purchase Agreement, the Redmile Clients will acquire 15,734,267 pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants") as of the closing date on June 16, 2025. The purchase price per Pre-Funded Warrant, excluding the exercise price (see footnote 2 below), is $3.432. The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the June 11, 2025 exchange rate of approximately US$1.219 to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of June 11, 2025 was approximately $0.098. The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the private placement until the tenth anniversary of such closing date, subject to a 9.99% beneficial ownership blocker. At any time during the last 90 days of the term of the Pre-Funded Warrants, the holder thereof may exchange a Pre-Funded Warrant with the Issuer for a new Pre-Funded Warrant to purchase the number of Pre-Funded Warrant Shares then remaining under such Pre-Funded Warrant, with a subsequent ten-year exercise period. These reported securities are directly owned by the Redmile Clients, including RedCo II. Redmile Group, LLC ("Redmile") may be deemed to beneficially own the reported securities as the investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any. This report shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These reported securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row above to disclose this fund's direct ownership. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2025-06-13 /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P. 2025-06-13 /s/ Jeremy Green 2025-06-13