0001104659-24-013528.txt : 20240209
0001104659-24-013528.hdr.sgml : 20240209
20240209214527
ACCESSION NUMBER: 0001104659-24-013528
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240102
FILED AS OF DATE: 20240209
DATE AS OF CHANGE: 20240209
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39071
FILM NUMBER: 24617171
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39071
FILM NUMBER: 24617169
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39071
FILM NUMBER: 24617170
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
IRS NUMBER: 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
3
1
tm245827-1_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2024-01-02
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
Common Shares, par value CHF 0.08 per share
15269217
I
See footnotes
Common Shares, par value CHF 0.08 per share
12595040
D
Cash-settled Swaps
3.25
Common Shares
1259822
I
See footnotes
Cash-settled Swaps
3.0400
Common Shares
455623
I
See footnotes
Cash-settled Swaps
1.5395
Common Shares
884669
I
See footnotes
Cash-settled Swaps
4.3833
Common Shares
15000
I
See footnotes
Cash-settled Swaps
4.3454
Common Shares
23891
I
See footnotes
Cash-settled Swaps
4.3898
Common Shares
14623
I
See footnotes
Cash-settled Swaps
4.4099
Common Shares
20000
I
See footnotes
Cash-settled Swaps
4.4236
Common Shares
19286
I
See footnotes
Cash-settled Swaps
1.6026
Common Shares
50000
I
See footnotes
Cash-settled Swaps
1.6330
Common Shares
44996
I
See footnotes
Cash-settled Swaps
1.6363
Common Shares
75000
I
See footnotes
Cash-settled Swaps
1.7075
Common Shares
37429
I
See footnotes
Cash-settled Swaps
1.7147
Common Shares
103764
I
See footnotes
Cash-settled Swaps
2.16
Common Shares
108844
I
See footnotes
Cash-settled Swaps
3.1972
Common Shares
15446
I
See footnotes
Cash-settled Swaps
3.3025
Common Shares
67547
I
See footnotes
Cash-settled Swaps
3.3508
Common Shares
1200
I
See footnotes
Cash-settled Swaps
1.6026
Common Shares
50000
D
Cash-settled Swaps
1.6330
Common Shares
44996
D
Cash-settled Swaps
1.6363
Common Shares
75000
D
Cash-settled Swaps
1.7075
Common Shares
37429
D
Cash-settled Swaps
1.7147
Common Shares
103764
D
Cash-settled Swaps
2.1600
Common Shares
108844
D
Cash-settled Swaps
3.1972
Common Shares
15446
D
Cash-settled Swaps
3.3025
Common Shares
67547
D
Cash-settled Swaps
3.3508
Common Shares
1200
D
These securities are directly owned by certain private investment vehicles and sub-advised accounts managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles and sub-advised accounts managed by Redmile, the "Redmile Clients"). Redmile may be deemed to beneficially own the reported securities as 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 (collectively with RedCo II, the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, and this report shall not be deemed an admission that such Reporting 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.
These securities are directly owned by RedCo II.
Certain Redmile Clients, including RedCo II, are parties to swap agreements with counterparties that provide those Redmile Clients with economic exposure to an aggregate 3,197,140 notional shares. Those swap agreements entered into by RedCo II provide RedCo II with economic exposure to an aggregate 504,226 notional shares. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock.
These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements.
The Reporting Persons have the right to terminate and close out each swap at any time.
Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Redmile Clients in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Clients will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.
Represents the reference price associated with the swap agreements.
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
2024-02-09
/s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P
2024-02-09
/s/ Jeremy Green
2024-02-09