Bvf Partners L P/Il - Nov 8, 2022 Form 4 Insider Report for Rain Therapeutics Inc. (RAIN)

Role: Director, Other*, 10%+ Owner
Signature: BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
Stock symbol: RAIN
Transactions as of: Nov 8, 2022
Transactions value $: $9,971,387
Form type: 4
Date filed: 11/10/2022, 05:31 PM
Previous filing: Sep 27, 2022
Next filing: Dec 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIN	Non-Voting Common Stock, $0.001 par value	Purchase	$5.66M	+970K	+51.04%	$5.83^*	2.87M	Nov 8, 2022	Direct	F1, F2, F5
transaction	RAIN	Non-Voting Common Stock, $0.001 par value	Purchase	$4M	+685K	+49.28%	$5.83^*	2.08M	Nov 8, 2022	Direct	F1, F3, F5
transaction	RAIN	Non-Voting Common Stock, $0.001 par value	Purchase	$320K	+54.9K	+19.13%	$5.83^*	342K	Nov 8, 2022	Direct	F1, F4, F5
holding	RAIN	Common Stock, $0.001 par value						1.73M	Nov 8, 2022	Direct	F1, F2
holding	RAIN	Common Stock, $0.001 par value						1.37M	Nov 8, 2022	Direct	F1, F3
holding	RAIN	Common Stock, $0.001 par value						185K	Nov 8, 2022	Direct	F1, F4

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
holding	RAIN	Stock Option (Right to Buy)						20K	Nov 8, 2022	Common Stock	20K	$2.44	See footnote	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2	Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
F3	Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
F4	Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
F5	Each share of Non-Voting Common Stock may be converted at any time into one share of Common Stock at the option of its holder, subject to the beneficial ownership limitations provided for in the Issuer's amended and restated certificate of incorporation. The Non-Voting Common Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.
F6	This option represents a right to purchase a total of 20,000 shares of Common Stock, which will vest in full on June 1, 2023, subject to Gorjan Hrustanovic's continued service to the Issuer. These options were awarded to Mr. Hrustanovic on June 1, 2022.
F7	Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in these options due to a certain agreement between Partners and Gorjan Hrustanovic, who serves on the Issuer's board of directors and as a member of Partners, pursuant to which Mr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of these options to Partners. As such, Mr. Hrustanovic disclaims beneficial ownership of these securities.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer due to a member of Partners, Gorjan Hrustanovic, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of any shares issuable upon exercise of any options to Partners.