4//SEC Filing
Redmile Group, LLC 4
Accession 0001104659-25-059489
CIK 0001771910other
Filed
Jun 12, 8:00 PM ET
Accepted
Jun 13, 6:00 PM ET
Size
14.0 KB
Accession
0001104659-25-059489
Insider Transaction Report
Form 4
RedCo II Master Fund, L.P.
10% Owner
Transactions
- Purchase
Pre-Funded Warrants
2025-06-11$3.43/sh+15,734,267$54,000,004→ 15,734,267 total(indirect: See Footnotes)From: 2025-06-16→ Common Share (15,734,267 underlying) - Purchase
Pre-Funded Warrants
2025-06-11$3.43/sh+12,465,234$42,780,683→ 12,465,234 totalFrom: 2025-06-16→ Common Share (12,465,234 underlying)
Redmile Group, LLC
10% Owner
Transactions
- Purchase
Pre-Funded Warrants
2025-06-11$3.43/sh+15,734,267$54,000,004→ 15,734,267 total(indirect: See Footnotes)From: 2025-06-16→ Common Share (15,734,267 underlying) - Purchase
Pre-Funded Warrants
2025-06-11$3.43/sh+12,465,234$42,780,683→ 12,465,234 totalFrom: 2025-06-16→ Common Share (12,465,234 underlying)
Green Jeremy
10% Owner
Transactions
- Purchase
Pre-Funded Warrants
2025-06-11$3.43/sh+12,465,234$42,780,683→ 12,465,234 totalFrom: 2025-06-16→ Common Share (12,465,234 underlying) - Purchase
Pre-Funded Warrants
2025-06-11$3.43/sh+15,734,267$54,000,004→ 15,734,267 total(indirect: See Footnotes)From: 2025-06-16→ Common Share (15,734,267 underlying)
Footnotes (6)
- [F1]On June 11, 2025, certain private investment vehicles managed by Redmile Group, LLC (collectively, the "Redmile Clients"), including RedCo II Master Fund, L.P. ("RedCo II"), entered into a securities purchase agreement (the "Purchase Agreement") in connection with a private placement by the Issuer to certain institutional investors. Pursuant to the terms of the Purchase Agreement, the Redmile Clients will acquire 15,734,267 pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants") as of the closing date on June 16, 2025. The purchase price per Pre-Funded Warrant, excluding the exercise price (see footnote 2 below), is $3.432.
- [F2]The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the June 11, 2025 exchange rate of approximately US$1.219 to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of June 11, 2025 was approximately $0.098.
- [F3]The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the private placement until the tenth anniversary of such closing date, 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.
- [F4]These reported securities are directly owned by the Redmile Clients, including RedCo II.
- [F5]Redmile Group, LLC ("Redmile") may be deemed to beneficially own the reported securities as the 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 disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any. This report shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F6]These reported securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row above to disclose this fund's direct ownership.
Documents
Issuer
ADC Therapeutics SA
CIK 0001771910
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001425738
Filing Metadata
- Form type
- 4
- Filed
- Jun 12, 8:00 PM ET
- Accepted
- Jun 13, 6:00 PM ET
- Size
- 14.0 KB