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Filing Details

Accession Number:: 0000899243-21-017120
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-27 17:11:05
Reporting Period:: 2021-04-23

Accepted Time:: 2021-04-27 17:11:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1724979	Rain Therapeutics Inc.	RAIN	()	1231

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1015747	Joseph Lewis	C/O Cay House Ep Taylor Drive N7776, Lyford Cay New Providence C5	No	No	Yes	No
1465836	Boxer Asset Management Inc.	C/O Cay House Ep Taylor Drive N7776, Lyford Cay New Providence C5	No	No	Yes	No
1465837	Boxer Capital, Llc	12860 El Camino Real, Suite 300 San Diego CA 92130	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-04-23	25,000	$15.58	25,000	No	4	P	Direct
Common Stock	Acquisiton	2021-04-23	125,000	$16.27	150,000	No	4	P	Direct
Common Stock	Acquisiton	2021-04-27	1,025,000	$17.00	1,175,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Non-Voting Common Stock	Series B Preferred Stock	Disposition	2021-04-27	3,263,986	$0.00	3,022,489	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2021-04-27	3,022,489	$0.00	3,022,489	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,022,489			No	4	C	Direct
79,726			No	4	C	Direct

Footnotes

These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) Aaron I. Davis, (iv) MVA Investors, LLC, and (v) Joe Lewis (collectively, the "Boxer Group"). Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
These securities are owned indirectly by Boxer Management and Joe Lewis, by virtue of their ownership of Boxer Capital.
Each share of Series B Preferred Stock was convertible into Common Stock on a one-for-1.0799 basis at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. Pursuant to an Exchange Agreement, dated April 17, 2021, the shares of Series B Preferred Stock reported herein were exchanged for shares of Non-Voting Common Stock on a one-for-1.0799 basis immediately prior to the closing of the Issuer's initial public offering without payment or additional consideration. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.