0001104659-21-127164.txt : 20211018
0001104659-21-127164.hdr.sgml : 20211018
20211018160623
ACCESSION NUMBER: 0001104659-21-127164
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211006
FILED AS OF DATE: 20211018
DATE AS OF CHANGE: 20211018
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: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39727
FILM NUMBER: 211328352
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: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39727
FILM NUMBER: 211328351
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE, BUILDING D
STREET 2: SUITE D3-300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Science 37 Holdings, Inc.
CENTRAL INDEX KEY: 0001819113
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 844278203
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 600 CORPORATE POINTE
STREET 2: SUITE 320
CITY: CULVER CITY
STATE: CA
ZIP: 90230
BUSINESS PHONE: (984)377-3737
MAIL ADDRESS:
STREET 1: 600 CORPORATE POINTE
STREET 2: SUITE 320
CITY: CULVER CITY
STATE: CA
ZIP: 90230
FORMER COMPANY:
FORMER CONFORMED NAME: Lifesci Acquisition II Corp.
DATE OF NAME CHANGE: 20200723
4/A
1
tm2130201-2_4aseq1.xml
OWNERSHIP DOCUMENT
X0306
4/A
2021-10-06
2021-10-08
0
0001819113
Science 37 Holdings, Inc.
SNCE
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
ONE LETTERMAN DRIVE, BLDG D SUITE D3-300
SAN FRANCISCO
CA
94129
0
0
1
0
Common Stock
2021-10-06
4
A
0
14808234
A
19808234
I
See footnote
On October 8, 2021, the Reporting Persons filed a Form 4 that inadvertently misstated the amount of securities acquired and beneficially owned. This amendment reports the shares of the Issuer's Common Stock issued to the Redmile Funds based on the corrected exchange ratio listed in footnote (3) below.
On October 6, 2021, pursuant to the agreement and plan of merger, dated May 6, 2021 (the "Merger Agreement"), LifeSci Acqisition II Corp. ("LSAQ" or "Issuer"), LifeSci Acquisition II Merger Sub, Inc. ("Merger Sub") and Science 37, Inc. ("Science 37") consummated a business combination (the "Business Combination"), in which Merger Sub merged with and into Science 37 with Science 37 surviving the merger as a wholly-owned subsidiary of LSAQ (which subsequently changed its name to "Science 37 Holdings, Inc.").
Pursuant to the terms of the Merger Agreement, the investors in Science 37 ("Legacy Investors") at the effective time of the Merger received approximately 1.815 shares of Issuer's Common Stock for each share of common stock of Science 37 held by them immediately prior to the effective time and a contingent right to additional shares of Issuer's Common Stock as described in Note 3 below, subject to the terms of the Merger Agreement. The Legacy Investors included certain private investment vehicles managed by Redmile Group, LLC (each, a "Redmile Fund").
These securities are directly owned by the Redmile Funds and may be deemed beneficially owned by Redmile Group, LLC ("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 Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are 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.
Robert Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was appointed to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
2021-10-18
/s/ Jeremy Green
2021-10-18