RedCo II Master Fund, L.P. - Apr 4, 2022 Form 3 Insider Report for MedAvail Holdings, Inc. (MDVL)

Role: Director, 10%+ Owner
Signature: /s/ Jeremy Green, Manging Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P
Stock symbol: MDVL
Transactions as of: Apr 4, 2022
Transactions value $: $0
Form type: 3
Date filed: 4/6/2022, 09:46 PM
Next filing: May 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MDVL	Common Stock						11.5M	Apr 4, 2022	Direct	F1, F3

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	MDVL	Warrants to Purchase Shares of Common Stock							Apr 4, 2022	Common Stock	5.73M	$1.25	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	On April 4, 2022, RedCo II Master Fund, L.P. (the "Reporting Person"), among other investors in the Issuer, acquired shares of the Issuer's common stock in a private placement (the "PIPE Shares") pursuant to a securities purchase agreement, dated as of March 30, 2022 (the "Purchase Agreement"), following the satisfaction of certain closing conditions.
F2	The Reporting Person was also issued a warrant to purchase the Issuer's common stock (the "Warrant Shares") in an amount equal to 50% of the number of PIPE Shares that the Reporting Person purchased under the Purchase Agreement. The warrants will be exercisable by the holder at any time on or after the issuance date of the warrant for a period of 5 years. The warrant terms provide the Issuer with a call option to force the warrant-holders to exercise up to 2/3 of the Warrant Shares, with 1/3 of the Warrant Shares being callable beginning on each of the 12 month and 24 month anniversaries of the warrant issuance dates, in each case, until the expiration of the warrants, and subject to the satisfaction of certain pricing conditions relating to the trading of the Issuer's common stock.
F3	The reported securities may be deemed beneficially owned by Redmile Group, LLC ("Redmile") as investment manager of the Reporting Person, and Jeremy Green as the principal of Redmile. Their indirect beneficial ownership of the reported securities is reported on a Form 4 filed as of the date hereof. Each of Redmile and Mr. Green disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Redmile or Mr. Green is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Rob Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Person is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.