0001104659-24-059881.txt : 20240510
0001104659-24-059881.hdr.sgml : 20240510
20240510160119
ACCESSION NUMBER: 0001104659-24-059881
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240508
FILED AS OF DATE: 20240510
DATE AS OF CHANGE: 20240510
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: 24934635
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: 24934633
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: 24934634
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
4
1
tm2414067-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-05-08
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
2024-05-08
4
P
0
6107181
4.812
A
2024-05-08
Common Shares
6107181
6107181
D
Pre-Funded Warrants
2024-05-08
4
P
0
8163265
4.812
A
2024-05-08
Common Shares
8163265
8163265
I
See Footnotes
On May 8, 2024, certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles managed by Redmile, the "Redmile Clients"), acquired, in an underwritten public offering, pre-funded warrants (the "Pre-Funded Warrants") to purchase Common Shares of the Issuer (the "Pre-Funded Warrant Shares") at a purchase price per Pre-Funded Warrant equal to $4.812.
The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the May 8, 2024 exchange rate of $1.1013 USD to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of May 8, 2024 is approximately $0.088.
The Pre-Funded Warrants are exercisable by the holder at any time after their original issuance until the tenth anniversary of their original issuance, 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 securities are directly owned by RedCo II.
The securities reported herein are directly owned by the Redmile Clients, including RedCo II.
The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Clients and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (collectively with RedCo II, the "Reporting 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 the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
2024-05-10
/s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P.
2024-05-10
/s/ Jeremy Green
2024-05-10