Kevin Tang - 26 Jan 2024 Form 4 Insider Report for Rain Oncology Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
02 Feb 2024, 16:00:12 UTC
Prior SEC filing
18 Dec 2023
Next SEC filing
23 Sep 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Kevin Tang

Key filing fact

Kevin Tang filed Form 4 for Rain Oncology Inc. on 02 Feb 2024.

Key facts

  • This page summarizes Kevin Tang's Form 4 filing for Rain Oncology Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 02 Feb 2024, 16:00.

Change

  • Previous filing in this sequence was filed on 18 Dec 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RAIN transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares
-3,850,513
Change %
-100%
Price
Shares after
0
Date
26 Jan 2024
Ownership
By LP
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kevin Tang is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 13, 2023, by and among the Issuer, Pathos AI, Inc. ("Parent"), and WK Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, to which Parent completed a tender offer for shares of common stock of the Issuer, $0.001 par value per share (each, a "Share"), and thereafter merged with and into the Issuer effective as of January 26, 2024 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was converted into the right to receive $1.16 per Share plus one contingent value right for potential cash payments of up to approximately $0.17 per Share. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.

Footnote F2

The Reporting Person has delivered to the Issuer the full amount of the disgorgeable profit arising the sale reported herein, in the amount of $18,729.24.

Footnote F3

The Reporting Persons received the following in exchange for each Share tendered in connection with the Merger: $1.16 in cash per Share and one contingent value right for potential cash payments of up to approximately $0.17 per Share.

Footnote F4

The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP.

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