0001999371-24-000972.txt : 20240126 0001999371-24-000972.hdr.sgml : 20240126 20240126164708 ACCESSION NUMBER: 0001999371-24-000972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240126 FILED AS OF DATE: 20240126 DATE AS OF CHANGE: 20240126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nguyen Tran CENTRAL INDEX KEY: 0001457013 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40356 FILM NUMBER: 24568595 MAIL ADDRESS: STREET 1: C/O PROTHENA CORPORATION PLC STREET 2: 650 GATEWAY BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rain Oncology Inc. CENTRAL INDEX KEY: 0001724979 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences 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 FORMER COMPANY: FORMER CONFORMED NAME: Rain Therapeutics Inc. DATE OF NAME CHANGE: 20171211 4 1 ownership.xml X0508 4 2024-01-26 0 0001724979 Rain Oncology Inc. RAIN 0001457013 Nguyen Tran C/O RAIN ONCOLOGY INC. 8000 JARVIS AVENUE NEWARK CA 94560 1 0 0 0 0 Stock Option (Right to Buy) 3.95 2024-01-26 4 D 0 13890 D Common Stock 13890 0 D Stock Option (Right to Buy) 3.13 2024-01-26 4 D 0 42596 D Common Stock 42596 0 D Stock Option (Right to Buy) 1.21 2024-01-26 4 D 0 35000 D Common Stock 35000 0 D Stock Option (Right to Buy) 2.44 2024-01-26 4 D 0 20000 D Common Stock 20000 0 D This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Pathos AI, Inc. ("Parent") and WK Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 13, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for all of the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's Amended and Restated 2018 Stock Option/Stock Issuance Plan or the Issuer's 2021 Equity Incentive Plan, pursuant to any inducement award or otherwise that was outstanding immediately prior to the Effective Time was cancelled for no consideration. /s/ Ryan Murr, as attorney-in-fact 2024-01-26