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 Insider Title 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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
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 Explanation
No 4 P Direct
No 4 P Direct
No 4 P Direct
Reported Derivative Transactions
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
  1. 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.
  2. These securities are owned indirectly by Boxer Management and Joe Lewis, by virtue of their ownership of Boxer Capital.
  3. 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.