0000899243-21-017120.txt : 20210427
0000899243-21-017120.hdr.sgml : 20210427
20210427171105
ACCESSION NUMBER: 0000899243-21-017120
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210423
FILED AS OF DATE: 20210427
DATE AS OF CHANGE: 20210427
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEWIS JOSEPH
CENTRAL INDEX KEY: 0001015747
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 21859989
MAIL ADDRESS:
STREET 1: PO BOX N7776
CITY: LYFORD BAHAMAS
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boxer Asset Management Inc.
CENTRAL INDEX KEY: 0001465836
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 21859990
BUSINESS ADDRESS:
STREET 1: CAY HOUSE
STREET 2: EP TAYLOR DRIVE N7776
CITY: LYFORD CAY, NEW PROVIDENCE
STATE: C5
ZIP: 00000
BUSINESS PHONE: (407) 876-2431
MAIL ADDRESS:
STREET 1: CAY HOUSE
STREET 2: EP TAYLOR DRIVE N7776
CITY: LYFORD CAY, NEW PROVIDENCE
STATE: C5
ZIP: 00000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boxer Capital, LLC
CENTRAL INDEX KEY: 0001465837
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 21859991
BUSINESS ADDRESS:
STREET 1: 12860 EL CAMINO REAL
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: (858) 400-3112
MAIL ADDRESS:
STREET 1: 12860 EL CAMINO REAL
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rain Therapeutics Inc.
CENTRAL INDEX KEY: 0001724979
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 821130967
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-04-23
0
0001724979
Rain Therapeutics Inc.
RAIN
0001465837
Boxer Capital, LLC
12860 EL CAMINO REAL, SUITE 300
SAN DIEGO
CA
92130
1
0
1
0
0001465836
Boxer Asset Management Inc.
C/O CAY HOUSE
EP TAYLOR DRIVE N7776, LYFORD CAY
NEW PROVIDENCE
C5
BAHAMAS
0
0
1
0
0001015747
LEWIS JOSEPH
C/O CAY HOUSE
EP TAYLOR DRIVE N7776, LYFORD CAY
NEW PROVIDENCE
C5
BAHAMAS
0
0
1
0
Common Stock
2021-04-23
4
P
0
25000
15.58
A
25000
D
Common Stock
2021-04-23
4
P
0
125000
16.27
A
150000
D
Common Stock
2021-04-27
4
P
0
1025000
17.00
A
1175000
D
Series B Preferred Stock
2021-04-27
4
C
0
3263986
0.00
D
Non-Voting Common Stock
3022489
3022489
D
Non-Voting Common Stock
2021-04-27
4
C
0
3022489
0.00
A
Common Stock
3022489
79726
D
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) Aaron I. Davis, (iv) MVA Investors, LLC, and (v) Joe Lewis (collectively, the "Boxer Group"). 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.
These securities are owned indirectly by Boxer Management and Joe Lewis, by virtue of their ownership of Boxer Capital.
Each share of Series B Preferred Stock was convertible into Common Stock on a one-for-1.0799 basis at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. Pursuant to an Exchange Agreement, dated April 17, 2021, the shares of Series B Preferred Stock reported herein were exchanged for shares of Non-Voting Common Stock on a one-for-1.0799 basis immediately prior to the closing of the Issuer's initial public offering without payment or additional consideration. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.
Boxer Capital, LLC, By: /s/ Aaron Davis, Aaron Davis, Chief Executive Officer
2021-04-27
Boxer Asset Management Inc., By: /s/ Jason Callender, Jason Callender, Director
2021-04-27
/s/ Joseph C. Lewis
2021-04-27