Redmile Group, LLC - Jan 3, 2024 Form 4 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 3, 2024
Transactions value $
-$167,175
Form type
4
Date filed
2/9/2024, 09:50 PM
Previous filing
Feb 9, 2024
Next filing
Mar 1, 2024

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 ADCT Cash-settled Swaps Purchase +56.9 K 56.9 K Jan 3, 2024 Common Shares 56.9 K $1.69 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Other -$100 K -60 K -4.76% $1.68 1.2 M Jan 3, 2024 Common Shares 60 K $3.25 See Footnotes F1, F2, F4, F5, F6, F7, F8, F9
transaction ADCT Cash-settled Swaps Purchase +28.7 K 28.7 K Jan 4, 2024 Common Shares 28.7 K $1.68 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +50 K 50 K Jan 5, 2024 Common Shares 50 K $1.96 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +100 K 100 K Jan 8, 2024 Common Shares 100 K $1.93 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +100 K 100 K Jan 9, 2024 Common Shares 100 K $2.06 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +100 K 100 K Jan 10, 2024 Common Shares 100 K $2.17 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +100 K 100 K Jan 11, 2024 Common Shares 100 K $2.10 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +93.4 K 93.4 K Jan 12, 2024 Common Shares 93.4 K $2.14 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +53.9 K 53.9 K Jan 16, 2024 Common Shares 53.9 K $1.91 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +50 K 50 K Jan 24, 2024 Common Shares 50 K $2.11 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +100 K 100 K Jan 25, 2024 Common Shares 100 K $2.49 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +100 K 100 K Jan 26, 2024 Common Shares 100 K $2.66 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +150 K 150 K Jan 29, 2024 Common Shares 150 K $3.08 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +100 K 100 K Jan 30, 2024 Common Shares 100 K $3.14 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +150 K 150 K Jan 31, 2024 Common Shares 150 K $3.26 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Other -$66.7 K -19.7 K -1.64% $3.38 1.18 M Feb 1, 2024 Common Shares 19.7 K $3.25 See Footnotes F1, F2, F4, F5, F6, F7, F8, F9
transaction ADCT Cash-settled Swaps Purchase +205 K 205 K Feb 1, 2024 Common Shares 205 K $3.51 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +15.9 K 15.9 K Feb 1, 2024 Common Shares 15.9 K $3.51 See Footnotes F1, F2, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +145 K 145 K Feb 2, 2024 Common Shares 145 K $3.59 Direct F2, F3, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +11.2 K 11.2 K Feb 2, 2024 Common Shares 11.2 K $3.59 See Footnotes F1, F2, F4, F5, F6, F7, F8
transaction ADCT Cash-settled Swaps Purchase +108 K 108 K Feb 7, 2024 Common Shares 108 K $3.99 Direct F2, F3, F4, F5, F6, F7, F8

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 notional shares of the Issuer. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock. 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.
F5 (cont'd) 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.
F9 Reflects the partial settlement of an equity swap agreement entered into by and between a Redmile Client and a securities broker on December 16, 2023.

Remarks:

The Reporting Persons have notified the Issuer regarding prompt payment of short swing profits resulting from the reported transactions calculated in accordance with Section 16(b) of the Exchange Act.