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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/23 Boxer Capital, LLC SC 13D/A 5/24/23 1:151K Rain Oncology Inc. Fried Fr… Jacobson/NY/FA Aaron I. Davis Boxer Asset Management Inc. Joe Lewis Mva Investors, LLC |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment to Statement of Acquisition of HTML 149K Beneficial Ownership by an "Active" Investor
1
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NAMES OF REPORTING PERSONS
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Boxer Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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2,815,562 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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2,815,562 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,815,562 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9% (1)(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Includes 1,663,350 shares of Common Stock that Boxer Capital has the right to acquire upon the conversion of shares of the Issuer’s non-voting common stock on a one-for-one
basis.
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(2) |
Based on 28,183,808 shares of the Issuer's Common Stock outstanding, which is the sum of (i) 26,520,458 shares of Common Stock outstanding as of May 4, 2023, as reflected in the Form 10-Q filed by the Issuer with the U.S. Securities
and Exchange Commission ("SEC") on May 11, 2023, (ii) 1,663,350 shares of Common Stock that the Reporting Persons have the right to acquire within 60 days, taking into account the Beneficial Ownership Limitation.
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CUSIP No.: 75082Q105
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SCHEDULE 13D
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Boxer Asset Management Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bahamas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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2,815,562 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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2,815,562 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,815,562 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9% (1)(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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Includes 1,663,350 shares of Common Stock that Boxer Capital has the right to acquire upon the conversion of shares of the Issuer’s non-voting common stock on a
one-for-one basis.
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(2)
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Based on 28,183,808 shares of the Issuer's Common Stock outstanding, which is the sum of (i) 26,520,458 shares of Common Stock outstanding as of May 4, 2023, as reflected in the Form
10-Q filed by the Issuer with the SEC on May 11, 2023, (ii) 1,663,350 shares of Common Stock that the Reporting Persons have the right to acquire within 60 days, taking into account the Beneficial Ownership Limitation.
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CUSIP No.: 75082Q105
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SCHEDULE 13D
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Joe Lewis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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2,815,562 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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2,815,562 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,815,562 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.9% (1)(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Includes 1,663,350 shares of Common Stock that Boxer Capital has the right to acquire upon the conversion of shares of the Issuer’s non-voting common stock on a
one-for-one basis.
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(2)
|
Based on 28,183,808 shares of the Issuer's Common Stock outstanding, which is the sum of (i) 26,520,458 shares of Common Stock outstanding as of May 4, 2023, as reflected in the
Form 10-Q filed by the Issuer with the SEC on May 11, 2023, (ii) 1,663,350 shares of Common Stock that the Reporting Persons have the right to acquire within 60 days, taking into account the Beneficial Ownership Limitation.
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CUSIP No.: 75082Q105
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SCHEDULE 13D
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Page 5 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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MVA Investors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
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|
||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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79,726 |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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79,726
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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79,726 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 0.1% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Includes 79,726 shares of Common Stock that MVA Investors, LLC has the right to acquire upon the conversion of shares of the Issuer’s
non-voting common stock on a one-for-one basis.
|
(2)
|
Based on 28,183,808 shares of the Issuer’s Common Stock outstanding, which is the sum of (i) 26,520,458 shares of Common Stock outstanding as of May 4, 2023, as reflected in the Form 10-Q filed by the Issuer with the SEC on May 11, 2023, (ii) 1,663,350 shares of Common Stock that the Reporting Persons have the right to
acquire within 60 days, taking into account the Beneficial Ownership Limitation.
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CUSIP No.: 75082Q105
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SCHEDULE 13D
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Page 6 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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|||
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8
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SHARED VOTING POWER
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99,726
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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99,726 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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99,726 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 0.1% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Includes (i) 20,000 shares of Common Stock that Aaron I Davis has the option to purchase and (ii) 79,726 shares of Common
Stock that MVA Investors, LLC has the right to acquire upon the conversion of shares of the Issuer’s non-voting common stock on a one-for-one basis.
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(2)
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Based on 28,183,808 shares of the Issuer’s Common Stock outstanding, which is the sum of (i) 26,520,458 shares of Common Stock outstanding as of May 4, 2023, as reflected in the Form 10-Q filed by the Issuer with the SEC on May 11, 2023, (ii) 1,663,350 shares of Common Stock
that the Reporting Persons have the right to acquire within 60 days, taking into account the Beneficial Ownership Limitation.
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(a) |
Taking into consideration the Beneficial Ownership Limitation, the Reporting Persons may be deemed to beneficially own, in the aggregate, 2,815,562 shares of Common Stock, representing 9.99% of the outstanding Common
Stock.
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(b) | With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Common Stock owned by the Reporting Persons: |
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(i) | Sole power to vote or to direct the vote: |
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None of the Reporting Persons has the sole power to vote or to direct the vote of any of the shares of Common Stock they beneficially
own, except that Aaron Davis has such power with respect to 20,000 shares of Common Stock.
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(ii) |
Shared power to vote or to direct the vote:
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Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 2,815,562 shares of Common Stock
they beneficially own. MVA Investors and Aaron Davis have shared power to vote or to direct the vote of the 79,726 shares of Common Stock.
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(iii) |
Sole power to dispose or to direct the disposition of:
|
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None of the Reporting Persons has the sole power to dispose or to direct the disposition of any of the shares of Common Stock they
beneficially own, except that Aaron Davis has such power with respect to 20,000 shares of Common Stock
|
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(iv) | Shared power to dispose or to direct the disposition of: | |
Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 2,815,562 shares of Common
Stock they beneficially own. MVA Investors and Aaron Davis have shared power to dispose or to direct the disposition of 79,726 shares of Common Stock.
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BOXER CAPITAL, LLC
|
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By:
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/s/ Aaron I. Davis | |||
Name:
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||||
Title:
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Authorized Signatory
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BOXER ASSET MANAGEMENT INC.
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By:
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/s/ Paul Higgs | |||
Name:
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||||
Title:
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Director
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/s/ Joseph C. Lewis | ||||
Joseph C. Lewis Individually
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MVA INVESTORS, LLC
|
||||
By:
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/s/ Aaron I. Davis | |||
Name:
|
||||
Title:
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Authorized Signatory
|
|||
/s/ Aaron I. Davis | ||||
Aaron I. Davis, Individually
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This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/1/23 | ||||
Filed as of: | 5/25/23 | |||
Filed on: | 5/24/23 | 4 | ||
5/22/23 | 144, 4, 8-K | |||
5/11/23 | 10-Q, 8-K, S-8 | |||
5/4/23 | ||||
4/2/23 | ||||
11/8/22 | 4, SC 13D/A | |||
6/1/22 | 4, 8-K, CORRESP, DEF 14A, UPLOAD | |||
5/3/21 | SC 13D, SC 13G | |||
List all Filings |