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