0001104659-22-109453.txt : 20221017 0001104659-22-109453.hdr.sgml : 20221017 20221017214634 ACCESSION NUMBER: 0001104659-22-109453 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221013 FILED AS OF DATE: 20221017 DATE AS OF CHANGE: 20221017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41535 FILM NUMBER: 221314792 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41535 FILM NUMBER: 221314791 MAIL ADDRESS: STREET 1: 45 W. 27TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zymeworks Inc. CENTRAL INDEX KEY: 0001937653 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 108 PATRIOT DRIVE, SUITE A CITY: MIDDLETOWN STATE: DE ZIP: 19709 BUSINESS PHONE: 206-337-1030 MAIL ADDRESS: STREET 1: 108 PATRIOT DRIVE, SUITE A CITY: MIDDLETOWN STATE: DE ZIP: 19709 FORMER COMPANY: FORMER CONFORMED NAME: Zymeworks Delaware Inc. DATE OF NAME CHANGE: 20220712 3 1 tm2228333-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-10-13 0 0001937653 Zymeworks Inc. ZYME 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 0 0 1 0 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 0 0 1 0 Common Stock, par value $0.00001 per share 6045437 I See Footnote Cash-settled Swaps 5.4935 Common Stock 25870 I See Footnote Cash-settled Swaps 5.7147 Common Stock 47044 I See Footnote Cash-settled Swaps 5.7358 Common Stock 101805 I See Footnote Cash-settled Swaps 6.0108 Common Stock 87677 I See Footnote Cash-settled Swaps 6.3414 Common Stock 50000 I See Footnote Cash-settled Swaps 5.9358 Common Stock 91272 I See Footnote Cash-settled Swaps 5.6915 Common Stock 79517 I See Footnote Cash-settled Swaps 5.9273 Common Stock 50000 I See Footnote Cash-settled Swaps 5.9303 Common Stock 100000 I See Footnote Cash-settled Swaps 5.9181 Common Stock 40621 I See Footnote Cash-settled Swaps 5.9448 Common Stock 90000 I See Footnote Cash-settled Swaps 6.1901 Common Stock 27861 I See Footnote Cash-settled Swaps 6.3455 Common Stock 50000 I See Footnote Cash-settled Swaps 6.4215 Common Stock 46137 I See Footnote Cash-settled Swaps 5.9431 Common Stock 100000 I See Footnote Cash-settled Swaps 5.4786 Common Stock 161481 I See Footnote Cash-settled Swaps 5.6803 Common Stock 35000 I See Footnote Cash-settled Swaps 5.7739 Common Stock 40122 I See Footnote Cash-settled Swaps 5.8478 Common Stock 61886 I See Footnote Cash-settled Swaps 5.8166 Common Stock 132127 I See Footnote Cash-settled Swaps 5.887 Common Stock 42776 I See Footnote Cash-settled Swaps 6.1178 Common Stock 25000 I See Footnote Cash-settled Swaps 6.3885 Common Stock 33615 I See Footnote Cash-settled Swaps 6.205 Common Stock 5948 I See Footnote Cash-settled Swaps 7.0019 Common Stock 135000 I See Footnote Cash-settled Swaps 6.7112 Common Stock 69365 I See Footnote Cash-settled Swaps 6.872 Common Stock 42184 I See Footnote Cash-settled Swaps 7.1066 Common Stock 103329 I See Footnote Cash-settled Swaps 7.3334 Common Stock 50000 I See Footnote Cash-settled Swaps 7.2721 Common Stock 31154 I See Footnote On October 13, 2022, Zymeworks BC Inc. (formerly known as Zymeworks Inc.), a corporation existing under the laws of the Province of British Columbia ("Legacy Zymeworks"), completed a series of transactions, including a corporate re-domicile (the "Transactions"), pursuant to which Zymeworks Inc. (formerly known as Zymeworks Delaware, Inc.), a Delaware corporation (the "Issuer"), ultimately became the parent company of and successor to Legacy Zymeworks. As part of the Transactions, holders of the common shares of Legacy Zymeworks, including the Redmile Clients (as defined below), received shares of the Issuer's common stock, par value $0.00001 per share (the "Common Stock"), on a one-for-one basis. These securities are directly owned by certain private investment vehicles and separate accounts managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and separate accounts (the "Redmile Clients"). The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Certain Redmile Clients are parties to swap agreements with counterparties that provide those Redmile Clients with economic exposure to an aggregate 3,427,167 notional shares. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements. The Reporting Persons have the right to terminate and close out each swap at any time. Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Redmile Clients in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Clients will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement. Represents the reference price associated with the swap agreements. Filing 2 of 2 - Additional cash-settled swaps beneficially owned by the Reporting Persons are reported in a separate Form 3 dated the same date hereof. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2022-10-17 /s/ Jeremy Green 2022-10-17