SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bruce Josephine

(Last)

(First)

(Middle)

C/O RAIN ONCOLOGY INC.

8000 JARVIS AVENUE, SUITE 204

(Street)

NEWARK

94560

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2023

3. Issuer Name and Ticker or Trading Symbol
Rain Oncology Inc. [ RAIN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Fin. & Acc. Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,588	D⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	02/23/2031	Common Stock	9,723	$5.15	D
Stock Option (Right to Buy)	⁽⁴⁾	01/07/2032	Common Stock	5,000	$12.01	D
Stock Option (Right to Buy)	⁽⁵⁾	08/30/2032	Common Stock	625	$6.25	D
Stock Option (Right to Buy)	⁽⁶⁾	02/14/2033	Common Stock	2,450	$9.59	D

Explanation of Responses:

1. Consists of 313 restricted stock units ("RSUs") that vest with respect to one-sixth at the end of each six-month period following August 30, 2022, subject to the Reporting Person's continued service to the Issuer.

2. Consists of 1,250 RSUs that vest with respect to one-sixth at the end of each six-month period following February 14, 2023, subject to the Reporting Person's continued service to the Issuer.

3. This option represents a right to purchase a total of 9,723 shares of the Issuer's common stock, one quarter of which vested on February 23, 2022, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer.

4. This option represents a right to purchase a total of 5,000 shares of the Issuer's common stock, one quarter of which vested on January 7, 2023, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer.

5. This option represents a right to purchase a total of 625 shares of the Issuer's common stock, one quarter of which will vest on August 30, 2023, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer.

6. This option represents a right to purchase a total of 2,450 shares of the Issuer's common stock, one quarter of which will vest on February 14, 2024, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ryan A. Murr, Attorney-in-fact for Josephine Bruce	06/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.