Redmile Group, LLC - May 8, 2024 Form 4 Insider Report for ADC Therapeutics SA (ADCT)

Role
10%+ Owner
Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
ADCT
Transactions as of
May 8, 2024
Transactions value $
$68,669,386
Form type
4
Date filed
5/10/2024, 04:01 PM
Previous filing
Apr 1, 2024
Next filing
Jun 11, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ADCT Pre-Funded Warrants Purchase $29.4M +6.11M $4.81 6.11M May 8, 2024 Common Shares 6.11M Direct F1, F2, F3, F4, F6
transaction ADCT Pre-Funded Warrants Purchase $39.3M +8.16M $4.81 8.16M May 8, 2024 Common Shares 8.16M See Footnotes F1, F2, F3, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 8, 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"), acquired, in an underwritten public offering, pre-funded warrants (the "Pre-Funded Warrants") to purchase Common Shares of the Issuer (the "Pre-Funded Warrant Shares") at a purchase price per Pre-Funded Warrant equal to $4.812.
F2 The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the May 8, 2024 exchange rate of $1.1013 USD to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of May 8, 2024 is approximately $0.088.
F3 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.
F4 These securities are directly owned by RedCo II.
F5 The securities reported herein are directly owned by the Redmile Clients, including RedCo II.
F6 The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Clients and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (collectively with RedCo II, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.