SEC Form 4 filed by Large owner Redmile Group, Llc
$ADCT
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADC Therapeutics SA [ ADCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants | (2) | 06/11/2025 | P(1) | 15,734,267 | 06/16/2025 | (3) | Common Share | 15,734,267 | $3.432 | 15,734,267 | I | See Footnotes(4)(5) | |||
| Pre-Funded Warrants | (2) | 06/11/2025 | P(1) | 12,465,234 | 06/16/2025 | (3) | Common Share | 12,465,234 | $3.432 | 12,465,234 | D(5)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On June 11, 2025, certain private investment vehicles managed by Redmile Group, LLC (collectively, the "Redmile Clients"), including RedCo II Master Fund, L.P. ("RedCo II"), entered into a securities purchase agreement (the "Purchase Agreement") in connection with a private placement by the Issuer to certain institutional investors. Pursuant to the terms of the Purchase Agreement, the Redmile Clients will acquire 15,734,267 pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants") as of the closing date on June 16, 2025. The purchase price per Pre-Funded Warrant, excluding the exercise price (see footnote 2 below), is $3.432. |
| 2. The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the June 11, 2025 exchange rate of approximately US$1.219 to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of June 11, 2025 was approximately $0.098. |
| 3. The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the private placement until the tenth anniversary of such closing date, 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. |
| 4. These reported securities are directly owned by the Redmile Clients, including RedCo II. |
| 5. Redmile Group, LLC ("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 disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any. This report shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 6. These reported securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row above to disclose this fund's direct ownership. |
| By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC | 06/13/2025 | |
| /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P. | 06/13/2025 | |
| /s/ Jeremy Green | 06/13/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||