Amendment: SEC Form SCHEDULE 13G/A filed by Nurix Therapeutics Inc.
$NRIX
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Nurix Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
67080M103 (CUSIP Number) |
04/20/2026
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 67080M103 |
| 1 | Names of Reporting Persons
Redmile Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,696,314.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") that are or may be deemed beneficially owned by Redmile Group, LLC ("Redmile"), including RedCo II Offshore SPV LLC ("RedCo II SPV"), is incorporated by reference herein.
Percentage based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q for the quarterly period ended February 28, 2026 filed with the Securities and Exchange Commission on April 8, 2026 (the "Form 10-Q") plus (ii) 3,664,406 shares of Common Stock issuable upon exercise of certain of the Pre-Funded Warrants to purchase Common Stock (the "Warrants") held directly by certain investment vehicles, including RedCo II SPV, managed by Redmile (the "Redmile Funds"), which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.
SCHEDULE 13G
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| CUSIP Number(s): | 67080M103 |
| 1 | Names of Reporting Persons
Jeremy C. Green | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,696,314.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by Jeremy C. Green is incorporated by reference herein.
Percentage based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 3,664,406 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by the Redmile Funds, including RedCo II SPV, which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.
SCHEDULE 13G
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| CUSIP Number(s): | 67080M103 |
| 1 | Names of Reporting Persons
RedCo II Offshore SPV LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,967,424.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI, OO |
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by RedCo II SPV is incorporated by reference herein.
Percentage based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 2,881,142 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by RedCo II SPV.
SCHEDULE 13G
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| CUSIP Number(s): | 67080M103 |
| 1 | Names of Reporting Persons
RedCo II Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, FI |
Comment for Type of Reporting Person: Following the internal reorganization among certain Redmile Funds described in Item 4 below, RedCo II Master Fund, L.P. beneficially owned no shares of the Issuer's Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Nurix Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
1600 Sierra Point Parkway Brisbane, CA 94005 | |
| Item 2. | ||
| (a) | Name of person filing:
Redmile Group, LLC
Jeremy C. Green
RedCo II Offshore SPV LLC
RedCo II Master Fund, L.P. | |
| (b) | Address or principal business office or, if none, residence:
Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RedCo II Offshore SPV LLC
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
RedCo II Master Fund, L.P.
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939 | |
| (c) | Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
RedCo II Offshore SPV LLC: Cayman Islands
RedCo II Master Fund, L.P.: Cayman Islands | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
67080M103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Redmile Group, LLC - 10,696,314 (1)
Jeremy C. Green - 10,696,314 (1)
RedCo II Offshore SPV LLC - 5,967,424 (2)
RedCo II Master Fund, L.P. - 0 | |
| (b) | Percent of class:
Redmile Group, LLC - 9.9% (3)
Jeremy C. Green - 9.9% (3)
RedCo II Offshore SPV LLC - 5.6% (4)
RedCo II Master Fund, L.P. - 0.0% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Offshore SPV LLC - 0
RedCo II Master Fund, L.P. - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 10,696,314 (1)
Jeremy C. Green - 10,696,314 (1)
RedCo II Offshore SPV LLC - 5,967,424 (2)
RedCo II Master Fund, L.P. - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Offshore SPV LLC - 0
RedCo II Master Fund, L.P. - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 10,696,314 (1)
Jeremy C. Green - 10,696,314 (1)
RedCo II Offshore SPV LLC - 5,967,424 (2)
RedCo II Master Fund, L.P. - 0
(1) As of April 20, 2026, Redmile Group, LLC's and Jeremy Green's beneficial ownership of Common Stock is comprised of 7,031,908 shares of Common Stock owned by certain investment vehicles, including RedCo II Offshore SPV LLC ("RedCo II SPV"), for which Redmile Group, LLC ("Redmile") is the investment manager/adviser (the "Redmile Funds"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile and Mr. Green may also be deemed to beneficially own 4,708,469 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants to purchase Common Stock (the "Warrants") held by the Redmile Funds, including RedCo II SPV.
Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder of any Warrants shall not be entitled to exercise the Warrants held by such holder, to the extent that, after giving effect to the attempted exercise set forth in a notice of exercise, such holder, together with such holder's affiliates and any other person whose beneficial ownership of Common Stock would be aggregated with such holder's for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the applicable regulations of the Securities and Exchange Commission, including any "group" of which such holder is a member, would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (the "Beneficial Ownership Blocker"). The "Beneficial Ownership Limitation" is 9.99% of the shares of Common Stock then issued and outstanding, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The 10,696,314 shares of Common Stock reported as beneficially owned by Redmile in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below) and includes 3,664,406 shares of Common Stock issuable under the Beneficial Ownership Blocker. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such shares, if any.
(2) On April 20, 2026, in connection with an internal reorganization of RedCo II Master Fund, L.P. ("RedCo II Master"), a private investment vehicle managed by Redmile, Redco II Master contributed all of its securities of the Issuer pro rata and in kind, for no consideration, to its two wholly-owned subsidiaries (collectively, the "SPVs"), including RedCo II SPV. As a result of the internal reorganization, (i) RedCo II Master ceased to have voting or dispositive power over any of the Issuer's securities and, therefore, is no longer a beneficial owner of more than 5% of the Issuer's Common Stock and will be dissolved, and (ii) RedCo II SPV became a beneficial owner of more than 5% of the Common Stock. The 5,967,424 shares of Common Stock reported as beneficially owned by RedCo II SPV includes 3,086,282 shares of Common Stock and 2,881,142 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Blocker. Accordingly, this Schedule 13G serves as an exit filing for RedCo II Master and as an initial filing for RedCo II SPV. The internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile or Mr. Green.
(3) Percentage for Redmile and Jeremy Green based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 3,664,406 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by the Redmile Funds, including RedCo II SPV, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.
(4) Percentage for RedCo II SPV based on (i) 103,405,813 shares of Common Stock outstanding as of April 1, 2026, as reported by the Issuer in its Form 10-Q plus (ii) 2,881,142 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by RedCo II SPV. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See the response to Item 4. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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