Redmile Group, LLC - Jan 2, 2024 Form 3 Insider Report for ADC Therapeutics SA (ADCT)

Role
10%+ Owner
Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
ADCT
Transactions as of
Jan 2, 2024
Transactions value $
$0
Form type
3
Date filed
2/9/2024, 09:45 PM
Previous filing
Jan 3, 2024
Next filing
Feb 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ADCT Common Shares, par value CHF 0.08 per share 15.3M Jan 2, 2024 See footnotes F1, F2
holding ADCT Common Shares, par value CHF 0.08 per share 12.6M Jan 2, 2024 Direct F1, F2, 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 ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 1.26M $3.25 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 456K $3.04 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 885K $1.54 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 15K $4.38 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 23.9K $4.35 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 14.6K $4.39 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 20K $4.41 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 19.3K $4.42 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 50K $1.60 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 45K $1.63 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 75K $1.64 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 37.4K $1.71 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 104K $1.71 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 109K $2.16 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 15.4K $3.20 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 67.5K $3.30 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 1.2K $3.35 See footnotes F1, F2, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 50K $1.60 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 45K $1.63 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 75K $1.64 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 37.4K $1.71 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 104K $1.71 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 109K $2.16 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 15.4K $3.20 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 67.5K $3.30 Direct F2, F3, F4, F5, F6, F7, F8
holding ADCT Cash-settled Swaps Jan 2, 2024 Common Shares 1.2K $3.35 Direct F2, F3, F4, F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities are directly owned by certain private investment vehicles and sub-advised accounts managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles and sub-advised accounts managed by Redmile, the "Redmile Clients"). Redmile may be deemed to beneficially own the reported securities as investment manager of the Redmile Clients.
F2 The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (collectively with RedCo II, the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, and this report shall not be deemed an admission that such Reporting 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 These securities are directly owned by RedCo II.
F4 Certain Redmile Clients, including RedCo II, are parties to swap agreements with counterparties that provide those Redmile Clients with economic exposure to an aggregate 3,197,140 notional shares. Those swap agreements entered into by RedCo II provide RedCo II with economic exposure to an aggregate 504,226 notional shares. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock.
F5 These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements.
F6 The Reporting Persons have the right to terminate and close out each swap at any time.
F7 Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Redmile Clients in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Clients will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.
F8 Represents the reference price associated with the swap agreements.