Redmile Group, LLC - Dec 21, 2023 Form 4 Insider Report for Shattuck Labs, Inc. (STTK)

Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
STTK
Transactions as of
Dec 21, 2023
Transactions value $
$0
Form type
4
Date filed
12/26/2023, 09:30 PM
Previous filing
Dec 19, 2023
Next filing
Dec 28, 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
transaction STTK Pre-Funded Warrant to Purchase Common Stock Award +3.1M 3.1M Dec 21, 2023 Common Stock 3.1M $0.00 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 21, 2023, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain private investment vehicles and sub-advised accounts managed by Redmile Group, LLC (collectively, the "Redmile Funds"). Pursuant to the terms of the Purchase Agreement, the Issuer in a private placement, which closed on the second trading day following the date of the Purchase Agreement, issued and sold to the Redmile Funds pre-funded warrants (the "Warrants") to purchase up to an aggregate of 3,100,823 shares of the Issuer's common stock (the "Warrant Shares") at a purchase price per share equal to $6.4499, which represents the offering price per share of the Common Stock less the exercise price per share of $0.0001.
F2 The Warrants are exercisable by the Redmile Funds at any time on or after the original issuance date of the Purchase Agreement until fully exercised at an exercise price per share equal to $0.0001, subject to a 9.99% beneficial ownership blocker. The Warrants have no expiration date.
F3 These securities may be deemed beneficially owned by Redmile Group, LLC ("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, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This report shall not be deemed an admission that the 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:

Mike Lee, 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.