Redmile Group, LLC - Jul 1, 2022 Form 4 Insider Report for MedAvail Holdings, Inc. (MDVL)

Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
MDVL
Transactions as of
Jul 1, 2022
Transactions value $
$18,116,562
Form type
4
Date filed
7/6/2022, 05:17 PM
Previous filing
Jul 5, 2022
Next filing
Oct 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDVL Common Stock Award $10M +9.41M +37.36% $1.06 34.6M Jul 1, 2022 See Footnote F1, F4
transaction MDVL Common Stock Award $8.12M +7.64M +66.67% $1.06 19.1M Jul 1, 2022 Direct F1, F3, 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
transaction MDVL Warrants to Purchase Shares of Common Stock Award $0 +4.71M +63.91% $0.00 12.1M Jul 1, 2022 Common Stock 4.71M $1.25 See Footnote F2, F4
transaction MDVL Warrants to Purchase Shares of Common Stock Award $0 +3.82M +66.67% $0.00 9.55M Jul 1, 2022 Common Stock 3.82M $1.25 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 1, 2022, certain private investment vehicles (collectively, the "Redmile Funds") managed by Redmile Group, LLC ("Redmile"), among other investors in the Issuer, acquired shares of the Issuer's common stock in the second closing of 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 Each Redmile Fund that purchased PIPE Shares 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 such Redmile Fund 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 In the second closing of the Issuer's private placement on July 1, 2022, one of the Redmile Funds, RedCo II Master Fund, L.P. ("RedCo II"), which beneficially owns more than 10% of the Issuer's common stock, acquired 7,639,117 PIPE Shares and was issued a warrant to purchase 3,819,558 Warrant Shares pursuant to the Purchase Agreement.
F4 These securities are directly owned by the Redmile Funds (or by RedCo II as indicated), and may be deemed beneficially owned by Redmile as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile and RedCo II, the "Reporting Persons"). Each of Reporting Persons 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 such Reporting Persons are 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 Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.