SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Davis Aaron I.

(Last) (First) (Middle)
C/O RAIN THERAPEUTICS INC.
8000 JARVIS AVENUE, SUITE 204

(Street)
NEWARK CA 94560

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2021
3. Issuer Name and Ticker or Trading Symbol
Rain Therapeutics Inc. [ RAIN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) (1) Common Stock 3,263,986(1) (1) I See Footnote(2)
Series B Preferred Stock (1) (1) Common Stock 86,097(1) (1) D(3)
1. Name and Address of Reporting Person*
Davis Aaron I.

(Last) (First) (Middle)
C/O RAIN THERAPEUTICS INC.
8000 JARVIS AVENUE, SUITE 204

(Street)
NEWARK CA 94560

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MVA Investors, LLC

(Last) (First) (Middle)
12860 EL CAMINO REAL, SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series B Preferred Stock is convertible into common stock on a one-for-1.0799 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and will convert automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.
2. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) MVA Investors, LLC ("MVA Investors"), (iv) Joe Lewis and (v) Aaron I. Davis (collectively, the "Boxer Group"), and indirectly by Boxer Management, Mr. Lewis and Mr. Davis by virtue of their ownership in Boxer Capital. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
3. These securities are owned directly by MVA Investors, which may be deemed to be a member of the Boxer Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and indirectly by Mr. Davis who is a member of and has voting and dispositive power over securities held by MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Nelson Cabatuan, Attorney-in-fact for Aaron Davis 04/22/2021
MVA Investors, LLC, By: /s/ Aaron Davis, Aaron Davis, Chief Executive Officer 04/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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