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Filing Details

Accession Number:: 0000899243-21-017115
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-27 17:09:25
Reporting Period:: 2021-04-23

Accepted Time:: 2021-04-27 17:09:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1724979	Rain Therapeutics Inc.	RAIN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1465914	I. Aaron Davis	C/O Rain Therapeutics Inc. 8000 Jarvis Avenue, Suite 204 Newark CA 94560		Yes	No	Yes	No
1468223	Mva Investors, 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	Explanation
Common Stock	Acquisiton	2021-04-23	25,000	$15.58	25,000	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2021-04-23	125,000	$16.27	150,000	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2021-04-27	1,025,000	$17.00	1,175,000	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

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
Non-Voting Common Stock	Series B Preferred Stock	Disposition	2021-04-27	86,097	$0.00	79,726	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2021-04-27	3,022,489	$0.00	3,022,489	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2021-04-27	79,726	$0.00	79,726	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Direct
3,022,489	No	4	C	Indirect
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 ("MVA Investors"), and (v) Joe Lewis (collectively, the "Boxer Group"), and indirectly by Boxer Management, Mr. Lewis and Mr. Davis by virtue of their ownership in Boxer Capital. 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.
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.
These securities are owned directly by MVA Investors, which may be deemed to be a member of the Boxer Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and indirectly by Mr. Davis who is a member of and has voting and dispositive power over securities held by MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.