SEC Form SC 13G/A filed by ADC Therapeutics SA (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ADC Therapeutics SA
(Name of Issuer)
Common Shares
(Title of Class of Securities)
H0036K147
(CUSIP Number)
December 31, 2023
(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) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. H0036K147
| 1 | Name of Reporting Person
Redmile Group, LLC
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3 | SEC Use Only
|
| 4 | Citizenship or Place of Organization
Delaware
|
number
of
|
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
15,328,317 (1)
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
15,328,317 (1)
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,328,317 (1)
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 | Percent of Class Represented by Amount in Row (9)
18.8%(2)
|
| 12 | Type of Reporting Person (See Instructions)
IA, OO
|
(1) Redmile Group, LLC’s beneficial ownership of the Issuer’s common shares (“Common Stock”) is comprised of 15,328,317 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC, including RedCo II Master Fund, L.P., which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) Percentage based on 81,516,563 shares of Common Stock, which is the weighted average number of shares outstanding for the nine months ended September 30, 2023, as reported by the Issuers in its unaudited IFRS Condensed Consolidated Interim Financial Statements (the “Interim Financial Statements”) on Form 6-K filed with the SEC on November 7, 2023 (“Form 6-K”).
CUSIP No. H0036K147
| 1 | Name of Reporting Person
Jeremy C. Green
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3 | SEC Use Only
|
|
4 |
Citizenship or Place of Organization
United Kingdom
|
number
of
|
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
15,328,317 (3)
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
15,328,317 (3)
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,328,317 (3)
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 | Percent of Class Represented by Amount in Row (9)
18.8%(4)
|
| 12 | Type of Reporting Person (See Instructions)
IN, HC
|
(3) Jeremy C. Green’s beneficial ownership of the Common Stock is comprised of 15,328,317 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC, including RedCo II Master Fund, L.P., which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(4) Percentage based on 81,516,563 shares of Common Stock, which is the weighted average number of shares outstanding for the nine months ended September 30, 2023, as reported in the Interim Financial Statements on Form 6-K.
CUSIP No. H0036K147
| 1 | Name of Reporting Person
RedCo II Master Fund, L.P.
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
|
| 3 | SEC Use Only
|
|
4 |
Citizenship or Place of Organization
Cayman Islands
|
number
of
|
5 | Sole Voting Power
0
|
| 6 | Shared Voting Power
12,595,040 (5)
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
12,595,040 (5)
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,595,040 (5)
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
| 11 | Percent of Class Represented by Amount in Row (9)
15.5%(6)
|
| 12 | Type of Reporting Person (See Instructions)
PN
|
(5) The shares of Common Stock reported as beneficially owned by RedCo II in this Schedule 13G represent the shares of Common Stock held directly by RedCo II.
(6) Percentage based on 81,516,563 shares of Common Stock, which is the weighted average number of shares outstanding for the nine months ended September 30, 2023, as reported in the Interim Financial Statements on Form 6-K.
Item 1.
| (a) | Name of Issuer |
ADC Therapeutics SA
| (b) | Address of Issuer’s Principal Executive Offices |
Biopôle
Route de la Corniche 3B
1066 Epalinges
Switzerland
Item 2.
| (a) | Names of Persons Filing |
Redmile Group, LLC
Jeremy C. Green
RedCo II Master Fund, L.P.
| (b) | Address of Principal Business office or, if None, Residence |
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RedCo II Master Fund, L.P.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
| (c) | Citizenship |
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
RedCo II Master Fund, L.P.: Cayman Islands
| (d) | Title of Class of Securities |
Common Shares
| (e) | CUSIP Number |
H0036K147
| 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); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| __________ |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
Redmile Group, LLC – 15,328,317 (1)
Jeremy C. Green – 15,328,317 (1)
RedCo II Master Fund, L.P. – 12,595,040 (3)
| (b) | Percent of class: |
Redmile Group, LLC – 18.8% (2)
Jeremy C. Green – 18.8% (2)
RedCo II Master Fund, L.P. – 15.5% (2)
| (c) | Number of shares as to which Redmile Group, LLC has: |
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
15,328,317 (1)
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
15,328,317 (1)
Number of shares as to which Jeremy C. Green has:
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
15,328,317 (1)
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
15,328,317 (1)
Number of shares as to which RedCo II Master Fund, L.P. has:
| (i) | Sole power to vote or to direct the vote: |
0
| (ii) | Shared power to vote or to direct the vote: |
12,595,040 (3)
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
12,595,040 (3)
(1) The Issuer’s common shares reported herein are held by certain private investment vehicles and/or sub-advised accounts, including RedCo II Master Fund, L.P., (collectively, the “Redmile Clients”) for which Redmile Group, LLC is the investment manager/adviser and, in such capacity, exercises voting and investment power over all of the common shares held by the Redmile Clients and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the principal of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Pursuant to the Issuer’s articles of incorporation, no shareholders of the Issuer, including the Redmile Clients, may own or otherwise control voting rights with respect to more than 15% of the share capital, which would limit the Redmile Clients to voting 12,227,484 shares of its Common Stock (calculated in accordance with footnote (2) below).
(2) Percentage based on 81,516,563 shares of Common Stock, which is the weighted average number of shares outstanding for the nine months ended September 30, 2023, as reported in the Interim Financial Statements on Form 6-K.
(3) The shares of Common Stock reported as beneficially owned by RedCo II Master Fund, L.P. in this Schedule 13G represent the shares of Common Stock held directly by RedCo II Master Fund, L.P.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
See the response to Item 4.
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
| 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.
Date: February 14, 2024
| Redmile Group, LLC | ||
| By: | /s/ Jeremy C. Green | |
| Name: Jeremy C. Green | ||
| Title: Managing Member | ||
| /s/ Jeremy C. Green | |
| Jeremy C. Green |
| RedCo II Master Fund, L.P. | ||
| By: | RedCo II (GP), LLC, its general partner | |
| By: | /s/ Jeremy C. Green | |
| Name: Jeremy C. Green | ||
| Title: Managing Member | ||