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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/02/2023 |
3. Issuer Name and Ticker or Trading Symbol
Augmedix, Inc. [ AUGX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 8,696,146 | D(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Pre-Funded Warrants to Purchase Common Stock | 04/19/2023(2) | (2) | Common Stock | 3,125,195 | $0.0001(2) | D(3) |
Explanation of Responses: |
1. Redmile Group, LLC ("Redmile") has filed a Form 4 concurrently with RedCo II Master Fund, L.P.'s ("RedCo II") filing of this Form 3 to report Redmile's indirect beneficial ownership of the Common Stock. |
2. The Pre-Funded Warrants are exercisable by the holder at any time on or after the date of the securities purchase agreement between Augmedix, Inc. (the "Issuer") and certain stockholders, including RedCo II Master Fund, L.P., dated as of April 19, 2023, until fully exercised at an exercise price of $0.0001 per Pre-Funded Warrant share, subject to a limitation on the right of the Issuer to issue the Pre-Funded Warrant shares if and to the extent that such exercise would violate the rules or regulations of Nasdaq Stock Market LLC. The Pre-Funded Warrants have no expiration date. |
3. Redmile filed a Form 4 on April 21, 2023 to report its indirect beneficial ownership of the Pre-Funded Warrants. |
Remarks: |
Rob Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Person is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
/s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, general partner of RedCo II Master Fund, L.P. | 05/04/2023 | |
** 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). | ||
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. |