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Filing Details

Accession Number:: 0001567619-21-008744
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-29 16:02:03
Reporting Period:: 2021-04-27

Accepted Time:: 2021-04-29 16:02:03
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1583977	Cormorant Asset Management, Lp	200 Clarendon Street, 52Nd Floor Boston MA 02116	No	No	No	Yes
1599214	Bihua Chen	C/O Cormorant Asset Management, Llc 200 Clarendon Street, 52Nd Floor Boston MA 02116	Yes	No	No	No
1618442	Cormorant Global Healthcare Master Fund, Lp	200 Clarendon Street, 52Nd Floor Boston MA 02116	No	No	No	Yes
1747677	Cormorant Private Healthcare Fund Ii, Lp	200 Clarendon Street, 52Nd Floor Boston MA 02116	No	No	No	Yes
1817320	Cormorant Private Healthcare Fund Iii Lp	200 Clarendon Street, 52Nd Floor Boston MA 02116	No	No	No	Yes

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	2021-04-27	2,326,657	$0.00	2,326,657	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-04-27	450,000	$17.00	2,776,657	No	4	P	Indirect	See Footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-04-27	2,512,561	$0.00	2,326,657	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Footnotes

Shares of Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.
Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), Cormorant Private Healthcare Fund III, LP (the "Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund II, Fund III, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
Represents (i) 133,980 shares of voting common stock and 109,620 shares of non-voting common stock held by the Master Fund, (ii) 509,177 shares of voting common stock and 416,600 shares of non-voting common stock held by Fund II, and (iii) 636,504 shares of voting common stock and 520,776 shares of non-voting common stock held by the Fund III.
Shares reported herein as purchased on April 27, 2021 represent (i) 439,425 shares purchased by the Master Fund, and (ii) 10,575 shares purchased by the Account.
The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 133,980 shares of voting common stock and 109,620 shares of non-voting common stock held by the Master Fund, (ii) 509,177 shares of voting common stock and 416,600 shares of non-voting common stock held by Fund II, and (iii) 636,504 shares of voting common stock and 520,776 shares of non-voting common stock held by the Fund III