0001104659-23-100910.txt : 20230914
0001104659-23-100910.hdr.sgml : 20230914
20230914213106
ACCESSION NUMBER: 0001104659-23-100910
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230914
FILED AS OF DATE: 20230914
DATE AS OF CHANGE: 20230914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Redmile Group, LLC
CENTRAL INDEX KEY: 0001425738
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41799
FILM NUMBER: 231256516
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: Green Jeremy
CENTRAL INDEX KEY: 0001650527
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41799
FILM NUMBER: 231256515
MAIL ADDRESS:
STREET 1: 45 W. 27TH STREET, FLOOR 11
CITY: NEW YORK
STATE: NY
ZIP: 10001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Redmile Biopharma Investments II, L.P.
CENTRAL INDEX KEY: 0001772230
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41799
FILM NUMBER: 231256514
BUSINESS ADDRESS:
STREET 1: LETTERMAN DIGITAL ARTS CENTER
STREET 2: ONE LETTERMAN DRIVE, SUITE D3-300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-489-9980
MAIL ADDRESS:
STREET 1: LETTERMAN DIGITAL ARTS CENTER
STREET 2: ONE LETTERMAN DRIVE, SUITE D3-300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RayzeBio, Inc.
CENTRAL INDEX KEY: 0001825367
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5505 MOREHOUSE DRIVE, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (619) 937-2754
MAIL ADDRESS:
STREET 1: 5505 MOREHOUSE DRIVE, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
3
1
tm2326121-1_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2023-09-14
0
0001825367
RayzeBio, Inc.
RYZB
0001425738
Redmile Group, LLC
ONE LETTERMAN DRIVE
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
0001772230
Redmile Biopharma Investments II, L.P.
C/O REDMILE GROUP, LLC ONE
LETTERMAN DRIVE, BUILDING D SUITE D3-300
SAN FRANCISCO
CA
94129
0
0
1
0
Series B Preferred Stock
Common Stock
864509
I
See Footnote
Series C Preferred Stock
Common Stock
494687
I
See Footnote
Series D Preferred Stock
Common Stock
498510
I
See Footnote
The shares of Series B preferred stock, Series C preferred stock and Series D preferred stock are convertible into shares of the Issuer's common stock at any time at the holder's election, or automatically upon the closing of the Issuer's initial public offering, for no consideration and have no expiration date. This Form 3 reflects that, on September 7, 2023, the Issuer effected a one-for-5.141 reverse stock split of its common stock prior to the completion of this offering, as a result of which the conversion ratio of the convertible preferred stock was proportionately adjusted.
These securities are directly owned by Redmile Biopharma Investments II, L.P. (the "Fund") and may be deemed beneficially owned by Redmile Group, LLC ("Redmile") as investment manager of the Fund. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (the "Managing Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Managing Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Includes 6,812 additional shares of common stock of the Issuer that will be issued upon the conversion of the Series C preferred stock as a result of anti-dilution adjustments to the Series C convertible preferred stock that will be triggered by the Issuer's initial public offering of its common stock.
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
2023-09-14
By: /s/ Jeremy Green, Managing Member of Redmile Biopharma Investments II (GP), LLC, general partner of Redmile Biopharma Investments II, L.P.
2023-09-14
/s/ Jeremy Green
2023-09-14