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Filing Details

Accession Number:: 0000921895-22-002972
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-10 18:31:28
Reporting Period:: 2022-11-08

Accepted Time:: 2022-11-10 18:31:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1724979	Rain Therapeutics Inc.	RAIN	Investment Advice (6282)	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
918923	P L Fund Value Biotechnology	44 Montgomery Street 40Th Floor San Francisco CA 94104	Yes	No	No	Yes
1055947	P/Il L Partners Bvf	44 Montgomery Street 40Th Floor San Francisco CA 94104	Yes	No	Yes	Yes
1056807	Bvf Inc/Il	44 Montgomery Street 40Th Floor San Francisco CA 94104	Yes	No	Yes	Yes
1102444	Biotechnology Value Fund Ii Lp	44 Montgomery Street 40Th Floor San Francisco CA 94104	Yes	No	No	Yes
1233840	N Mark Lampert	44 Montgomery Street 40Th Floor San Francisco CA 94104	Yes	No	Yes	Yes
1660683	Biotechnology Value Trading Fund Os Lp	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	Yes	No	No	Yes
1660684	Ltd. Os Partners Bvf	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	Yes	No	No	Yes
1803805	Bvf I Gp Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	Yes	No	No	Yes
1803806	Bvf Ii Gp Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	Yes	No	No	Yes
1803809	Bvf Gp Holdings Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	Yes	No	Yes	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
Non-Voting Common Stock, $0.001 Par Value	Acquisiton	2022-11-08	970,171	$5.83	2,870,985	No	4	P	Direct
Non-Voting Common Stock, $0.001 Par Value	Acquisiton	2022-11-08	685,330	$5.83	2,076,085	No	4	P	Direct
Non-Voting Common Stock, $0.001 Par Value	Acquisiton	2022-11-08	54,857	$5.83	341,547	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 Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership
Common Stock, $0.001 Par Value	1,734,960	Direct
Common Stock, $0.001 Par Value	1,367,838	Direct
Common Stock, $0.001 Par Value	185,388	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (Right to Buy)	$2.44		2023-06-01	20,000	20,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2023-06-01	20,000	20,000	Indirect

Footnotes

This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
Each share of Non-Voting Common Stock may be converted at any time into one share of Common Stock at the option of its holder, subject to the beneficial ownership limitations provided for in the Issuer's amended and restated certificate of incorporation. The Non-Voting Common Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.
This option represents a right to purchase a total of 20,000 shares of Common Stock, which will vest in full on June 1, 2023, subject to Gorjan Hrustanovic's continued service to the Issuer. These options were awarded to Mr. Hrustanovic on June 1, 2022.
Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in these options due to a certain agreement between Partners and Gorjan Hrustanovic, who serves on the Issuer's board of directors and as a member of Partners, pursuant to which Mr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of these options to Partners. As such, Mr. Hrustanovic disclaims beneficial ownership of these securities.