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