Filing Details

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

RayzeBio, Inc. (the “Issuer”)

  5505 Morehouse Drive, Suite 300, San Diego, CA 92121

Item 2(a).

Names of Persons Filing

i.

venBio Global Strategic Fund III, L.P. (“Fund III”);

ii.

venBio Global Strategic GP III, L.P. (“General Partner III);

iii.

venBio Global Strategic GP III, Ltd. (“GP Ltd. III”);

iv.

Robert Adelman (“Mr. Adelman”); and

v.

Corey Goodman (“Mr. Goodman”);

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Item 2(d).

Title of Class of Securities

Item 2(e).

CUSIP Number

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

As of December 31, 2023, each of the Reporting Persons may be deemed to beneficially own 5,158,162 Shares.

The percentages set forth in row 11 are based on 61,034,144 Shares outstanding as of December 22, 2023, as reported in the Agreement and Plan of Merger, dated as of December 25, 2023, by and between the Issuer and Bristol-Myers Squibb Company, filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2023.

 

Each Reporting Person disclaims beneficial ownership of such securities except for the Shares, if any, such Reporting Person holds of record.

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

               

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	*
	Corey Goodman
	*
	Robert Adelman
	By:	/s/ David Pezeshki
		David Pezeshki
		As attorney-in-fact

This Schedule 13G was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

EXHIBIT INDEX