Davis Aaron I. - Jan 26, 2024 Form 4 Insider Report for Rain Oncology Inc. (RAIN)

Role: Director
Signature: /s/ Ryan Murr, as attorney-in-fact
Stock symbol: RAIN
Transactions as of: Jan 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/26/2024, 04:41 PM
Previous filing: Jan 23, 2024
Next filing: Jun 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAIN	Common Stock, par value $0.001 per share	Disposition pursuant to a tender of shares in a change of control transaction		-79.7K	-100%		0	Jan 26, 2024	Direct	F1

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	RAIN	Stock Option (Right to Buy)	Disposed to Issuer		-35K	-100%		0	Jan 26, 2024	Common Stock	35K	$1.21	Direct	F2
transaction	RAIN	Stock Option (Right to Buy)	Disposed to Issuer		-20K	-100%		0	Jan 26, 2024	Common Stock	20K	$2.44	Direct	F2

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

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Pathos AI, Inc. ("Parent") and WK Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 13, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for all of the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.16 in cash without interest, plus (ii) one contingent value right.
F2	Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's Amended and Restated 2018 Stock Option/Stock Issuance Plan or the Issuer's 2021 Equity Incentive Plan, pursuant to any inducement award or otherwise that was outstanding immediately prior to the Effective Time was cancelled for no consideration.

Content

This Form 4 reports securities disposed of pursuant to the terms of the Merger Agreement entered into by and among the Issuer, Pathos AI, Inc. ("Parent") and WK Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), dated as of December 13, 2023 (the "Merger Agreement"), pursuant to which Merger Sub completed a tender offer for all of the shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $1.16 in cash without interest, plus (ii) one contingent value right.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Issuer's Amended and Restated 2018 Stock Option/Stock Issuance Plan or the Issuer's 2021 Equity Incentive Plan, pursuant to any inducement award or otherwise that was outstanding immediately prior to the Effective Time was cancelled for no consideration.