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Filing Details

Accession Number:: 0001104659-24-126422
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-06 21:00:37
Reporting Period:: 2024-12-04

Accepted Time:: 2024-12-06 21:00:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1771910	Adc Therapeutics Sa	ADCT	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1425738	Redmile Group, Llc	One Letterman Drive, Building D Suite D3-300 San Francisco CA 94129	No	No	Yes	No
1650527	Jeremy Green	C/O Redmile Group, Llc (Ny Office) 45 W. 27Th Street, Floor 11 New York NY 10001	No	No	Yes	No
1921783	Redco Ii Master Fund, L.p.	C/O Redmile Group, Llc One Letterman Drive, Building D Suite D3-300 San Francisco CA 94129	No	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 Shares, Par Value Chf 0.08 Per Share	Disposition	2024-12-04	25,352	$2.07	15,566,731	No	4	S	Indirect	See Footnotes
Common Shares, Par Value Chf 0.08 Per Share	Disposition	2024-12-04	50,672	$2.07	15,516,059	No	4	J	Indirect	See Footnotes
Common Shares, Par Value Chf 0.08 Per Share	Acquisiton	2024-12-04	50,672	$2.07	15,566,731	No	4	J	Indirect	See Footnotes
Common Shares, Par Value Chf 0.08 Per Share	Acquisiton	2024-12-04	50,672	$2.07	13,045,712	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Pre-Funded Warrants	Disposition	2024-12-04	26,656	$2.07	26,656	$0.00
Common Shares	Pre-Funded Warrants	Acquisiton	2024-12-04	26,656	$2.07	26,656	$0.00
Common Shares	Pre-Funded Warrants	Acquisiton	2024-12-04	26,656	$2.07	26,656	$0.00

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,136,609	2024-05-08	No	4	J	Indirect
8,163,265	2024-05-08	No	4	J	Indirect
6,133,837	2024-05-08	No	4	J	Direct

Footnotes

On December 4, 2024, certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles managed by Redmile, the "Redmile Clients"), engaged in cross trades with respect to 50,672 Common Shares and 26,656 pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants"). A Redmile Client also sold an additional 25,352 Common Shares concurrently with the cross trades at the same price. The reported transactions occurred simultaneously, at which time the price per share of the Common Shares was $2.07 (or $1.98 for the Pre-Funded Warrants, which excludes the exercise price, see footnote 6 below), and therefore the reported transactions resulted in no profit to Redmile or Jeremy Green and the cross trades resulted in no change in either of their aggregate beneficial ownership.
Since the last Form 4 filing by Redmile and Mr. Green, Redmile has ceased serving as the investment adviser to a sub-advised account that held 77,134 shares of the Issuer's Common Shares (such shares, the "Account Shares") and therefore no longer has voting or dispositive power with respect to such shares. Accordingly, the amount of shares beneficially owned by Redmile and Mr. Green as disclosed herein does not include the Account Shares and each of Redmile and Mr. Green disclaims beneficial ownership of the Account Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
These reported securities are directly owned by the Redmile Clients.
Redmile may be deemed to beneficially own the reported securities as the investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (collectively with RedCo II, the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
These securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row immediately above to disclose this fund's direct ownership.
The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the December 4, 2024 exchange rate of $1.13 USD to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of December 4, 2024 is approximately $0.09.
The Pre-Funded Warrants are exercisable by the holder at any time after their original issuance until the tenth anniversary of their original issuance, subject to a 9.99% beneficial ownership blocker. At any time during the last 90 days of the term of the Pre-Funded Warrants, the holder thereof may exchange a Pre Funded Warrant with the Issuer for a new Pre-Funded Warrant to purchase the number of Pre-Funded Warrant Shares then remaining under such Pre-Funded Warrant, with a subsequent ten-year exercise period.