SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Doebele Robert

(Last)

(First)

(Middle)

C/O RAIN ONCOLOGY INC.

8000 JARVIS AVENUE

(Street)

NEWARK

94560

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rain Oncology Inc. [ RAIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	01/26/2024		U⁽¹⁾		476,827	D⁽¹⁾	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.59	01/26/2024		D			11,119	⁽²⁾	⁽²⁾	Common Stock	11,119	⁽²⁾	0	D
Stock Option (Right to Buy)	$4	01/26/2024		D			90,620	⁽²⁾	⁽²⁾	Common Stock	90,620	⁽²⁾	0	D
Stock Option (Right to Buy)	$12.01	01/26/2024		D			12,358	⁽²⁾	⁽²⁾	Common Stock	12,358	⁽²⁾	0	D
Stock Option (Right to Buy)	$3.95	01/26/2024		D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$3.95	01/26/2024		D			13,890	⁽²⁾	⁽²⁾	Common Stock	13,890	⁽²⁾	0	D
Stock Option (Right to Buy)	$9.59	01/26/2024		D			112,206	⁽²⁾	⁽²⁾	Common Stock	112,206	⁽²⁾	0	D
Stock Option (Right to Buy)	$3.95	01/26/2024		D			9,260	⁽²⁾	⁽²⁾	Common Stock	9,260	⁽²⁾	0	D
Stock Option (Right to Buy)	$1.21	01/26/2024		D			99,400	⁽²⁾	⁽²⁾	Common Stock	99,400	⁽²⁾	0	D
Stock Option (Right to Buy)	$1.21	01/26/2024		D			49,700	⁽²⁾	⁽²⁾	Common Stock	49,700	⁽²⁾	0	D
Stock Option (Right to Buy)	$3.13	01/26/2024		D			9,260	⁽²⁾	⁽²⁾	Common Stock	9,260	⁽²⁾	0	D
Stock Option (Right to Buy)	$4	01/26/2024		D			1,981	⁽²⁾	⁽²⁾	Common Stock	1,981	⁽²⁾	0	D
Stock Option (Right to Buy)	$12.01	01/26/2024		D			59,642	⁽²⁾	⁽²⁾	Common Stock	59,642	⁽²⁾	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Pathos AI, Inc. ("Parent") and WK Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 13, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for all of the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.16 in cash without interest, plus (ii) one contingent value right.

2. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's Amended and Restated 2018 Stock Option/Stock Issuance Plan or the Issuer's 2021 Equity Incentive Plan, pursuant to any inducement award or otherwise that was outstanding immediately prior to the Effective Time was cancelled for no consideration.

Remarks:

President, Chief Scientific Officer

	/s/ Ryan Murr, as attorney-in-fact	01/26/2024
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.