0001104659-23-021905.txt : 20230214 0001104659-23-021905.hdr.sgml : 20230214 20230214170045 ACCESSION NUMBER: 0001104659-23-021905 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: DR. SRINIVAS AKKARAJU GROUP MEMBERS: SAMSARA BIOCAPITAL GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rain Oncology Inc. CENTRAL INDEX KEY: 0001724979 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 821130967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92501 FILM NUMBER: 23631171 BUSINESS ADDRESS: STREET 1: 8000 JARVIS AVENUE STREET 2: SUITE 204 CITY: NEWARK STATE: CA ZIP: 94560 BUSINESS PHONE: (510) 953-5559 MAIL ADDRESS: STREET 1: 8000 JARVIS AVENUE STREET 2: SUITE 204 CITY: NEWARK STATE: CA ZIP: 94560 FORMER COMPANY: FORMER CONFORMED NAME: Rain Therapeutics Inc. DATE OF NAME CHANGE: 20171211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Samsara BioCapital, L.P. CENTRAL INDEX KEY: 0001699737 IRS NUMBER: 813958301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 628 MIDDLEFIELD ROAD CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 285-4270 MAIL ADDRESS: STREET 1: 628 MIDDLEFIELD ROAD CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 tm236534d2_sc13g.htm SC 13G

 

 

     
  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Rain Oncology Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

75082Q 10 5

(CUSIP Number)

 

April 23, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 75082Q 10 5
 
  1. Names of Reporting Persons
Samsara BioCapital, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
0
 
6. Shared Voting Power
2,260,652  shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,260,652 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,652  shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
9.1% (3)
 
  12. Type of Reporting Person (See Instructions)
PN
           

(1)This Schedule 13G is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”) and Dr. Srinivas Akkaraju (“Akkaraju”) (and together with Samsara LP and Samsara GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.
(3)This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the Issuer’s prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission.

 

 

 

 

CUSIP No. 75082Q 10 5
 
  1. Names of Reporting Persons
Samsara BioCapital GP, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
0
 
6. Shared Voting Power
2,260,652  shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,260,652  shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,652  shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
9.1% (3)
 
  12. Type of Reporting Person (See Instructions)
OO
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.
(3)This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the Issuer’s prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission.

 

 

 

 

CUSIP No. 75082Q 10 5
 
  1. Names of Reporting Persons
Dr. Srinivas Akkaraju
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power
0
 
6. Shared Voting Power
2,260,652 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,260,652 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,652 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
9.1% (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.
(3)This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the Issuer’s prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission.

 

 

 

Item 1.
  (a) Name of Issuer
Rain Oncology Inc.
  (b)

Address of Issuer’s Principal Executive Offices
8000 Jarvis Avenue, Suite 204

Newark, CA 94560

 
Item 2.
  (a)

Name of Person Filing
Samsara BioCapital, L.P. (“Samsara LP”)

Samsara BioCapital GP, LLC (“Samsara GP”)

Srinivas Akkaraju (“Akkaraju”)

  (b)

Address of Principal Business Office or, if none, Residence
c/o Samsara BioCapital, LLC

628 Middlefield Road

Palo Alto, CA 94301

  (c) Citizenship

Entities:Samsara LP - Delaware
Samsara GP - Delaware
Individuals:Akkaraju - United States of America

  (d) Title of Class of Securities
Common Stock, par value $0.001 per share
  (e) CUSIP Number
75082Q 10 5
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable.

 

Item 4. Ownership
The beneficial ownership information set forth below is provided as of December 31, 2022:

 

Reporting Persons 

Shares Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (3)

 
Samsara LP (1) (2)   2,260,652       2,260,652        2,260,652    2,260,652    9.1%
                                  
Samsara GP (1) (2)            2,260,652       2,260,652    2,260,652    9.1%
                                  
Akkaraju (1) (2)             2,260,652        2,260,652    2,260,652    9.1%

 

(1)Includes 2,260,652 shares of Common Stock held by Samsara LP.
(2)Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP.
(3)This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the Issuer’s prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission.

 

 

 

 

Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
 
Item 8. Identification and Classification of Members of the Group
Not applicable.
 
Item 9. Notice of Dissolution of Group
Not applicable.
 
Item 10. Certification
By signing below, each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2023

 

Samsara BioCapital, L.P.   Samsara BioCapital GP, LLC
     
By: Samsara BioCapital GP, LLC   By: /s/ Srinivas Akkaraju
its General Partner     Name: Srinivas Akkaraju
    Title: Managing Member
       
By: /s/ Srinivas Akkaraju  
Name: Srinivas Akkaraju    
Title: Managing Member    
       
/s/ Srinivas Akkaraju    
Srinivas Akkaraju    

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).