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    SEC Form SC 13G/A filed by Rain Oncology Inc. (Amendment)

    2/14/24 4:19:28 PM ET
    $RAIN
    Industrial Machinery/Components
    Technology
    Get the next $RAIN alert in real time by email
    SC 13G/A 1 tm245429d34_sc13ga.htm SC 13G/A

     

     

     

      UNITED STATES  
      SECURITIES AND EXCHANGE COMMISSION  
      Washington, D.C. 20549  

     

    SCHEDULE 13G

     

    Under the Securities Exchange Act of 1934
    (Amendment No. 1)*

     

    Rain Oncology Inc.

     

    (Name of Issuer)

     

    Common Stock, par value $0.001 per share

     

    (Title of Class of Securities)

     

    75082Q 10 5

     

    (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. 75082Q 10 5
     
      1. Names of Reporting Persons
    Samsara BioCapital, 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
    Delaware
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    5. Sole Voting Power
    0
     
    6. Shared Voting Power
    0
     
    7. Sole Dispositive Power
    0
     
    8. Shared Dispositive Power
    0
     
      9. Aggregate Amount Beneficially Owned by Each Reporting Person
    0
     
      10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      11. Percent of Class Represented by Amount in Row (9)
    0%
     
      12. Type of Reporting Person (See Instructions)
    PN
               

     

     

     

     

    CUSIP No. 75082Q 10 5
     
      1. Names of Reporting Persons
    Samsara BioCapital GP, 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
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    5. Sole Voting Power
    0
     
    6. Shared Voting Power
    0
     
    7. Sole Dispositive Power
    0
     
    8. Shared Dispositive Power
    0
     
      9. Aggregate Amount Beneficially Owned by Each Reporting Person
    0
     
      10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      11. Percent of Class Represented by Amount in Row (9)
    0%
     
      12. Type of Reporting Person (See Instructions)
    OO
               

     

     

     

     

    CUSIP No. 75082Q 10 5
     
      1. Names of Reporting Persons
    Dr. Srinivas Akkaraju
     
      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 States of America
         
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person With
    5. Sole Voting Power
    0
     
    6. Shared Voting Power
    0
     
    7. Sole Dispositive Power
    0
     
    8. Shared Dispositive Power
    0
     
      9. Aggregate Amount Beneficially Owned by Each Reporting Person
    0
     
      10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
     
      11. Percent of Class Represented by Amount in Row (9)
    0%
     
      12. Type of Reporting Person (See Instructions)
    IN
               

     

     

     

     

    Item 1.
     
      (a) Name of Issuer
    Rain Oncology Inc.
      (b)

    Address of Issuer’s Principal Executive Offices
    8000 Jarvis Avenue, Suite 204

    Newark, CA 94560

     
    Item 2.
     
      (a)

    Name of Person Filing
    Samsara BioCapital, L.P. (“Samsara LP”)

    Samsara BioCapital GP, LLC (“Samsara GP”)

    Srinivas Akkaraju (“Akkaraju”)

      (b)

    Address of Principal Business Office or, if none, Residence
    c/o Samsara BioCapital, LLC

    628 Middlefield Road

    Palo Alto, CA 94301

        (c)    Citizenship
        Entities: Samsara LP - Delaware
          Samsara GP - Delaware
        Individuals: Akkaraju - United States of America

      (d) Title of Class of Securities
    Common Stock, par value $0.001 per share
      (e) CUSIP Number
    75082Q 10 5
     
    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:
       
      Not applicable.
       

    Item 4. Ownership
       
    The beneficial ownership information set forth below is provided as of the date of this filing:

     

    Reporting Persons 

    Shares Held

    Directly

      

    Sole

    Voting

    Power

      

    Shared

    Voting

    Power

      

    Sole

    Dispositive

    Power

      

    Shared

    Dispositive

    Power

      

    Beneficial

    Ownership

      

    Percentage

    of Class (3)

     
    Samsara LP   0    0    0    0    0    0    0%
    Samsara GP   0    0    0    0    0    0    0%
    Akkaraju   0    0    0    0    0    0    0%

     

    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 five percent of the class of securities, check the following   x.
    Item 6.Ownership of More than Five Percent on Behalf of Another Person
    Not applicable.

     

     

     

     
    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
       
    Not applicable.
     
    Item 8. Identification and Classification of Members of the Group
       
    Not applicable.
     
    Item 9. Notice of Dissolution of Group
       
    Not applicable.
     
    Item 10. Certification
       
    By signing below, each of the undersigned certifies that, to the best of their 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.

     

    Dated: February 14, 2024

     

    Samsara BioCapital, L.P. Samsara BioCapital GP, LLC
       
    By: Samsara BioCapital GP, LLC By: /s/ Srinivas Akkaraju
    its General Partner   Name: Srinivas Akkaraju
        Title: Managing Member
    By: /s/ Srinivas Akkaraju  
      Name: Srinivas Akkaraju  
      Title: Managing Member  
       
      /s/ Srinivas Akkaraju  
      Srinivas Akkaraju  

     

      ATTENTION  
         
    Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

     

     

     

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