Redmile Group, LLC - Dec 4, 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
Dec 4, 2024
Transactions value $
$107,590
Form type
4
Date filed
12/6/2024, 09:00 PM
Previous filing
Oct 4, 2024
Next filing
Dec 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ADCT Common Shares, par value CHF 0.08 per share Sale -$52.5K -25.4K -0.16% $2.07 15.6M Dec 4, 2024 See Footnotes F1, F2, F3, F4
transaction ADCT Common Shares, par value CHF 0.08 per share Other -$105K -50.7K -0.33% $2.07 15.5M Dec 4, 2024 See Footnotes F1, F3, F4
transaction ADCT Common Shares, par value CHF 0.08 per share Other $105K +50.7K +0.33% $2.07 15.6M Dec 4, 2024 See Footnotes F1, F3, F4
transaction ADCT Common Shares, par value CHF 0.08 per share Other $105K +50.7K +0.39% $2.07 13M Dec 4, 2024 Direct F1, F4, F5

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 Pre-Funded Warrants Other -$55.2K -26.7K -0.33% $2.07 8.14M Dec 4, 2024 Common Shares 26.7K See Footnotes F1, F3, F4, F6, F7
transaction ADCT Pre-Funded Warrants Other $55.2K +26.7K +0.33% $2.07 8.16M Dec 4, 2024 Common Shares 26.7K See Footnotes F1, F3, F4, F6, F7
transaction ADCT Pre-Funded Warrants Other $55.2K +26.7K +0.44% $2.07 6.13M Dec 4, 2024 Common Shares 26.7K Direct F1, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 4, 2024, certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles managed by Redmile, the "Redmile Clients"), engaged in cross trades with respect to 50,672 Common Shares and 26,656 pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants"). A Redmile Client also sold an additional 25,352 Common Shares concurrently with the cross trades at the same price. The reported transactions occurred simultaneously, at which time the price per share of the Common Shares was $2.07 (or $1.98 for the Pre-Funded Warrants, which excludes the exercise price, see footnote 6 below), and therefore the reported transactions resulted in no profit to Redmile or Jeremy Green and the cross trades resulted in no change in either of their aggregate beneficial ownership.
F2 Since the last Form 4 filing by Redmile and Mr. Green, Redmile has ceased serving as the investment adviser to a sub-advised account that held 77,134 shares of the Issuer's Common Shares (such shares, the "Account Shares") and therefore no longer has voting or dispositive power with respect to such shares. Accordingly, the amount of shares beneficially owned by Redmile and Mr. Green as disclosed herein does not include the Account Shares and each of Redmile and Mr. Green disclaims beneficial ownership of the Account Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3 These reported securities are directly owned by the Redmile Clients.
F4 Redmile may be deemed to beneficially own the reported securities as the investment manager of the Redmile Clients. 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, if any, 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.
F5 These securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row immediately above to disclose this fund's direct ownership.
F6 The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the December 4, 2024 exchange rate of $1.13 USD to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of December 4, 2024 is approximately $0.09.
F7 The Pre-Funded Warrants are exercisable by the holder at any time after their original issuance until the tenth anniversary of their original issuance, subject to a 9.99% beneficial ownership blocker. At any time during the last 90 days of the term of the Pre-Funded Warrants, the holder thereof may exchange a Pre Funded Warrant with the Issuer for a new Pre-Funded Warrant to purchase the number of Pre-Funded Warrant Shares then remaining under such Pre-Funded Warrant, with a subsequent ten-year exercise period.