0001104659-24-106315.txt : 20241004 0001104659-24-106315.hdr.sgml : 20241004 20241004170103 ACCESSION NUMBER: 0001104659-24-106315 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241002 FILED AS OF DATE: 20241004 DATE AS OF CHANGE: 20241004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40890 FILM NUMBER: 241355533 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: Redmile Private Investments II, L.P. CENTRAL INDEX KEY: 0001629493 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40890 FILM NUMBER: 241355530 BUSINESS ADDRESS: STREET 1: C/O REDMILE GROUP, LLC STREET 2: ONE LETTERMAN DR., BLDG. D, STE. D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-489-9980 MAIL ADDRESS: STREET 1: C/O REDMILE GROUP, LLC STREET 2: ONE LETTERMAN DR., BLDG. D, STE. D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RedCo II Master Fund, L.P. CENTRAL INDEX KEY: 0001921783 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40890 FILM NUMBER: 241355531 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 4154899980 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE, BLDG D, STE D3-300 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Jeremy CENTRAL INDEX KEY: 0001650527 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40890 FILM NUMBER: 241355532 MAIL ADDRESS: STREET 1: 45 W. 27TH STREET, FLOOR 11 CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Augmedix, Inc. CENTRAL INDEX KEY: 0001769804 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 833299164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 SUTTER STREET, SUITE 1300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 561-989-2208 MAIL ADDRESS: STREET 1: 111 SUTTER STREET, SUITE 1300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: Malo Holdings Corp DATE OF NAME CHANGE: 20190305 4 1 tm2425580-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-10-02 1 0001769804 Augmedix, Inc. AUGX 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 1 0 1 0 0001921783 RedCo II Master Fund, L.P. C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001629493 Redmile Private Investments II, L.P. C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0 Common Stock 2024-10-02 4 D 0 16421788 2.35 D 0 I See Footnote Common Stock 2024-10-02 4 D 0 9446146 2.35 D 0 D Common Stock 2024-10-02 4 D 0 6218238 2.35 D 0 D Pre-Funded Warrants to Purchase Common Stock 0.0001 2024-10-02 4 D 0 3125195 D Common Stock 3125195 0 I See Footnote Pre-Funded Warrants to Purchase Common Stock 0.0001 2024-10-02 4 D 0 3125195 D Common Stock 3125195 0 D Breakeven Warrants 1.75 2024-10-02 4 D 0 1093799 D Common Stock 1093799 0 I See Footnote Breakeven Warrants 1.75 2024-10-02 4 D 0 1093799 D Common Stock 1093799 0 D On October 2, 2024, the Issuer completed its previously announced merger transaction with Commure, Inc. ("Parent") and Anderson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"). Under the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). On the effective date and time of the Merger, all of the outstanding shares of the Issuer's Common Stock, the outstanding restricted stock units that were vested at the effective time of the Merger, the outstanding and unexercised warrants to purchase shares of the Issuer's Common Stock that provided for their deemed exercise as a result of the Merger, and the outstanding and unexercised options to purchase the Issuer's Common Stock or stock appreciation rights that were vested at the effective time of the Merger, (cont'd) in each case immediately prior to the effective time of the Merger, including the Common Stock and warrants owned by the Redmile Funds (as defined below) and the Common Stock owned by Redmile Group, LLC ("Redmile"), were cancelled and converted into the right to receive cash based on a purchase price of $2.35 per share in accordance with the Merger Agreement. The securities of the Issuer reported herein are directly owned by certain private investment vehicles managed by Redmile (each, a "Redmile Fund"), including RedCo II Master Fund, L.P. and Redmile Private Investments II, L.P. (the "Reporting Funds"), and may be deemed beneficially owned by Redmile as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of the Reporting Funds, Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such Reporting Person is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The shares of Common Stock, Pre-Funded Warrants and Breakeven Warrants of the Issuer reported herein are owned directly by RedCo II Master Fund, L.P. The shares of Common Stock of the Issuer reported herein are owned directly by Redmile Private Investments II, L.P. The Pre-Funded Warrants are exercisable by the holder at any time until fully exercised at an exercise price of $0.0001 per share of the Issuer's common stock (the "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. The Breakeven Warrants became exercisable upon the closing of the closing of the underwritten public offering on November 20, 2023. The Breakeven Warrants will expire on the seventh anniversary of the issuance date. Robert 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 Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. As of the Merger Date, Mr. Faulkner resigned from the Issuer's Board of Directors in connection with the Merger. By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 2024-10-04 /s/ Jeremy Green 2024-10-04 By: /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, general partner of RedCo II Master Fund, L.P. 2024-10-04 By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC, Managing Member of Redmile Private Investments II (GP), LLC, General Partner of Redmile Private Investments II, L.P. 2024-10-04