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