Redmile Group, LLC - Sep 14, 2023 Form 3 Insider Report for RayzeBio, Inc. (RYZB)

Role: 10%+ Owner
Signature: By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol: RYZB
Transactions as of: Sep 14, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/14/2023, 09:31 PM
Previous filing: Sep 5, 2023
Next filing: Sep 21, 2023

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	RYZB	Series B Preferred Stock							Sep 14, 2023	Common Stock	865K		See Footnote	F1, F2
holding	RYZB	Series C Preferred Stock							Sep 14, 2023	Common Stock	495K		See Footnote	F1, F2, F3
holding	RYZB	Series D Preferred Stock							Sep 14, 2023	Common Stock	499K		See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	The shares of Series B preferred stock, Series C preferred stock and Series D preferred stock are convertible into shares of the Issuer's common stock at any time at the holder's election, or automatically upon the closing of the Issuer's initial public offering, for no consideration and have no expiration date. This Form 3 reflects that, on September 7, 2023, the Issuer effected a one-for-5.141 reverse stock split of its common stock prior to the completion of this offering, as a result of which the conversion ratio of the convertible preferred stock was proportionately adjusted.
F2	These securities are directly owned by Redmile Biopharma Investments II, L.P. (the "Fund") and may be deemed beneficially owned by Redmile Group, LLC ("Redmile") as investment manager of the Fund. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green (the "Managing 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 Managing Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3	Includes 6,812 additional shares of common stock of the Issuer that will be issued upon the conversion of the Series C preferred stock as a result of anti-dilution adjustments to the Series C convertible preferred stock that will be triggered by the Issuer's initial public offering of its common stock.