Redmile Group, LLC - 02 Oct 2024 Form 4 Insider Report for Augmedix, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
04 Oct 2024, 17:01:03 UTC
Prior SEC filing
02 Oct 2024
Next SEC filing
06 Dec 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC

Key filing fact

Redmile Group, LLC filed Form 4 for Augmedix, Inc. on 04 Oct 2024.

Key facts

  • This page summarizes Redmile Group, LLC's Form 4 filing for Augmedix, Inc..
  • 7 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 04 Oct 2024, 17:01.

Change

  • Previous filing in this sequence was filed on 02 Oct 2024.
  • Current net transaction value: -$75,402,504.

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.

AUGX transaction

Common Stock

Disposed to Issuer

Transaction value
$38,591,202
Shares
-16,421,788
Change %
-100%
Price
$2.35
Shares after
0
Date
02 Oct 2024
Ownership
See Footnote
Footnotes
F1, F2, F3
AUGX transaction

Common Stock

Disposed to Issuer

Transaction value
$22,198,443
Shares
-9,446,146
Change %
-100%
Price
$2.35
Shares after
0
Date
02 Oct 2024
Ownership
Direct
Footnotes
F1, F2, F4
AUGX transaction

Common Stock

Disposed to Issuer

Transaction value
$14,612,859
Shares
-6,218,238
Change %
-100%
Price
$2.35
Shares after
0
Date
02 Oct 2024
Ownership
Direct
Footnotes
F1, F2, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AUGX transaction Derivative

Pre-Funded Warrants to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares
-3,125,195
Change %
-100%
Price
Shares after
0
Date
02 Oct 2024
Ownership
See Footnote
Underlying class
Common Stock
Underlying amount
3,125,195
Exercise price
$0.000100
Footnotes
F1, F2, F3, F6
AUGX transaction Derivative

Pre-Funded Warrants to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares
-3,125,195
Change %
-100%
Price
Shares after
0
Date
02 Oct 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,125,195
Exercise price
$0.000100
Footnotes
F1, F2, F4, F6
AUGX transaction Derivative

Breakeven Warrants

Disposed to Issuer

Transaction value
Shares
-1,093,799
Change %
-100%
Price
Shares after
0
Date
02 Oct 2024
Ownership
See Footnote
Underlying class
Common Stock
Underlying amount
1,093,799
Exercise price
$1.75
Footnotes
F1, F2, F3, F7
AUGX transaction Derivative

Breakeven Warrants

Disposed to Issuer

Transaction value
Shares
-1,093,799
Change %
-100%
Price
Shares after
0
Date
02 Oct 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,093,799
Exercise price
$1.75
Footnotes
F1, F2, F4, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Redmile Group, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

On October 2, 2024, the Issuer completed its previously announced merger transaction with Commure, Inc. ("Parent") and Anderson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"). Under the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). On the effective date and time of the Merger, all of the outstanding shares of the Issuer's Common Stock, the outstanding restricted stock units that were vested at the effective time of the Merger, the outstanding and unexercised warrants to purchase shares of the Issuer's Common Stock that provided for their deemed exercise as a result of the Merger, and the outstanding and unexercised options to purchase the Issuer's Common Stock or stock appreciation rights that were vested at the effective time of the Merger,

Footnote F2

(cont'd) in each case immediately prior to the effective time of the Merger, including the Common Stock and warrants owned by the Redmile Funds (as defined below) and the Common Stock owned by Redmile Group, LLC ("Redmile"), were cancelled and converted into the right to receive cash based on a purchase price of $2.35 per share in accordance with the Merger Agreement.

Footnote F3

The securities of the Issuer reported herein are directly owned by certain private investment vehicles managed by Redmile (each, a "Redmile Fund"), including RedCo II Master Fund, L.P. and Redmile Private Investments II, L.P. (the "Reporting Funds"), and may be deemed beneficially owned by Redmile as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of the Reporting Funds, Redmile and Mr. Green (collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such Reporting Person is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F4

The shares of Common Stock, Pre-Funded Warrants and Breakeven Warrants of the Issuer reported herein are owned directly by RedCo II Master Fund, L.P.

Footnote F5

The shares of Common Stock of the Issuer reported herein are owned directly by Redmile Private Investments II, L.P.

Footnote F6

The Pre-Funded Warrants are exercisable by the holder at any time until fully exercised at an exercise price of $0.0001 per share of the Issuer's common stock (the "Pre-Funded Warrant Share"), subject to a limitation on the right of the Issuer to issue the Pre-Funded Warrant Shares if and to the extent that such exercise would violate the rules or regulations of Nasdaq Stock Market LLC. The Pre-Funded Warrants have no expiration date.

Footnote F7

The Breakeven Warrants became exercisable upon the closing of the closing of the underwritten public offering on November 20, 2023. The Breakeven Warrants will expire on the seventh anniversary of the issuance date.

SEC remarks

Robert Faulkner, a member of the Board of Directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. As of the Merger Date, Mr. Faulkner resigned from the Issuer's Board of Directors in connection with the Merger.

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