0001193805-24-000107.txt : 20240129
0001193805-24-000107.hdr.sgml : 20240129
20240129204038
ACCESSION NUMBER: 0001193805-24-000107
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240125
FILED AS OF DATE: 20240129
DATE AS OF CHANGE: 20240129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P
CENTRAL INDEX KEY: 0000918923
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
ORGANIZATION NAME: 02 Finance
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575531
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF PARTNERS L P/IL
CENTRAL INDEX KEY: 0001055947
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575532
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF INC/IL
CENTRAL INDEX KEY: 0001056807
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575524
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP
CENTRAL INDEX KEY: 0001102444
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575529
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPERT MARK N
CENTRAL INDEX KEY: 0001233840
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575523
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF GP HOLDINGS LLC
CENTRAL INDEX KEY: 0001803809
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575525
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF Partners OS Ltd.
CENTRAL INDEX KEY: 0001660684
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575526
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP
CENTRAL INDEX KEY: 0001660683
ORGANIZATION NAME:
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575527
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF I GP LLC
CENTRAL INDEX KEY: 0001803805
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575530
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF II GP LLC
CENTRAL INDEX KEY: 0001803806
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 24575528
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
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
e619217_4-rain.xml
X0508
4
2024-01-25
1
0001724979
Rain Oncology Inc.
RAIN
0001055947
BVF PARTNERS L P/IL
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0000918923
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0001803805
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0001102444
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0001803806
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0001660683
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
1
0
0
1
See Remarks; Former 10% Owner
0001660684
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
1
0
0
1
See Remarks; Former 10% Owner
0001803809
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0001056807
BVF INC/IL
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0001233840
LAMPERT MARK N
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
0
1
See Remarks; Former 10% Owner
0
Common Stock, $0.001 par value
2024-01-25
4
U
0
1734960
D
0
D
Non-Voting Common Stock, $0.001 par value
2024-01-25
4
U
0
2870985
D
0
D
Common Stock, $0.001 par value
2024-01-25
4
U
0
1367838
D
0
D
Non-Voting Common Stock, $0.001 par value
2024-01-25
4
U
0
2076085
D
0
D
Common Stock, $0.001 par value
2024-01-25
4
U
0
185388
D
0
D
Non-Voting Common Stock, $0.001 par value
2024-01-25
4
U
0
341547
D
0
D
Stock Option (Right to Buy)
1.21
2024-01-26
4
D
0
35000
D
Common Stock
35000
0
I
See footnote
Stock Option (Right to Buy)
2.44
2024-01-26
4
D
0
20000
D
Common Stock
20000
0
I
See footnote
This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons").
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 13, 2023, by and among the Issuer, Pathos AI, Inc., a Delaware corporation ("Parent"), and WK Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share"). After completion of the tender offer, Merger Sub merged with and into the Issuer (the "Merger"), effective as of January 26, 2024 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent.
Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
The Reporting Persons received the following in exchange for each Share tendered in connection with the Merger: $1.16 in cash per Share and one contingent value right for potential cash payments of up to approximately $0.17 per Share.
Partners, BVF Inc. and Mr. Lampert may have been deemed to have a pecuniary interest in these options due to a certain agreement between Partners and Gorjan Hrustanovic, who served on the Issuer's board of directors and as a member of Partners, pursuant to which Mr. Hrustanovic was obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of these options to Partners. As such, Mr. Hrustanovic disclaims beneficial ownership of these securities.
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.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may have been deemed to be a director by deputization of the Issuer due to a member of Partners, Gorjan Hrustanovic, having served on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of any Shares issuable upon the exercise of any options to Partners.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-01-29
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-01-29
BVF I GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-01-29
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-01-29
BVF II GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-01-29
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-01-29
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2024-01-29
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2024-01-29
BVF Inc., By: /s/ Mark N. Lampert, President
2024-01-29
/s/ Mark N. Lampert
2024-01-29