Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP
No. 39868T105
1
|
Name of Reporting Person
Redmile Group, LLC
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Delaware
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
4,915,729 (1)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
4,915,729 (1)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
4,915,729 (1)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.9%(2)
|
12
|
Type of Reporting Person
(See Instructions)
IA, OO
|
|
|
|
|
(1) Redmile Group, LLC’s
beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of 3,059,794 shares of Common
Stock owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares
of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles
and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal
of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent
of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile
Group, LLC may also be deemed to beneficially own 15,060,000 shares of Common Stock issuable upon exercise of certain Pre-Funded
Warrants to Purchase Common Stock (the “Warrants”). Pursuant to the terms of the Warrants, a holder of a Warrant does
not have the right to exercise any portion of the Warrant held by such holder, and any such exercise shall be void ab initio,
to the extent (but only to the extent) that after giving effect to such issuance after exercise, the holder (together with the
holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates),
would beneficially own in excess of 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant
(the “Beneficial Ownership Blocker”). The Beneficial Ownership Limitation may be changed at a holder’s election
upon 61 days’ notice to the Issuer. The 4,915,729 shares of Common Stock reported as beneficially owned by Redmile Group,
LLC in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (2)
below).
(2) Percentage based on (i) 47,350,563
shares of Common Stock outstanding, which is the sum of (a) 37,764,085 shares of Common Stock outstanding as of October 31, 2020
as reported by the Issuer in its Quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the
SEC on November 5, 2020 (the “Form 10-Q”), (b) 5,543,351 shares of Common Stock issued in connection with a private
placement on December 28, 2020 as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on December 28,
2020 (the “December 28 Form 8-K”), and (c) 4,043,127 shares of Common Stock issued in connection with a private placement
on December 30, 2020 as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on December 30, 2020 (the
“December 30 Form 8-K” and together with the December 28 Form 8-K, the “Forms 8-K”); plus (ii) 1,855,935
shares of Common Stock issuable upon exercise of certain of the Warrants, which, due to the Beneficial Ownership Limitation, is
the maximum number of shares that could be issued upon exercise of the Warrants as of December 30, 2020.
CUSIP
No. 39868T105
1
|
Name of Reporting Person
Jeremy C. Green
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
United Kingdom
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
4,915,729 (3)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
4,915,729 (3)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
4,915,729 (3)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.9%(4)
|
12
|
Type of Reporting Person
(See Instructions)
IN, HC
|
|
|
|
|
(3)
Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 3,059,794 shares of Common Stock owned by certain
private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may
be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately
managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile
Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or
his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially
own 15,060,000 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer
may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant
held by such holder, if the Beneficial Ownership Blocker applies. The 4,915,729 shares of Common Stock reported as beneficially
owned by Redmile Group, LLC in this Schedule 13G represents 9.99% of the outstanding shares of Common Stock (calculated in accordance
with footnote (4) below).
(4) Percentage based on (i) 47,350,563 shares of
Common Stock outstanding as reported by the Issuer in the Form 10-Q and Forms 8-K, plus (ii) 1,855,935 shares of Common Stock
issuable upon exercise of certain of the Warrants, which, due to the Beneficial Ownership Limitation, is the maximum number of
shares that could be issued upon exercise of the Warrants as of December 30, 2020.
Item 1.
Gritstone Oncology, Inc.
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
5959 Horton Street, Suite 300
Emeryville, California 94608
Item 2.
|
(a)
|
Names of Persons Filing
|
Redmile Group, LLC
Jeremy C. Green
|
(b)
|
Address of Principal Business office or, if None, Residence
|
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
|
(d)
|
Title of Class of Securities
|
Common Stock, $0.0001 par value
39868T105
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
|
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
x
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
x
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: __________
|
|
(a)
|
Amount beneficially owned:
|
Redmile Group, LLC – 4,915,729*
Jeremy C. Green – 4,915,729*
Redmile Group, LLC – 9.9%**
Jeremy C. Green – 9.9%**
|
(c)
|
Number of shares as to which Redmile Group, LLC has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
4,915,729*
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
4,915,729*
Number of shares as to which Jeremy C. Green has:
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
4,915,729*
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
4,915,729*
|
*
|
Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised
of 3,059,794 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by
Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of
such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned
by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership
of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership
Blocker, Mr. Green may also be deemed to beneficially own 15,060,000 shares of Common Stock issuable upon exercise of the
Warrants. Pursuant to the terms of the Warrants, a holder of a Warrant does not have the right to exercise any portion of the Warrant
held by such holder, and such exercise will be void ab initio, if the Beneficial Ownership Blocker applies. The 4,915,729 shares
of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represents 9.99% of the outstanding shares
of Common Stock.
|
** Percentage based on (i) 47,350,563
shares of Common Stock outstanding as reported by the Issuer in the Form 10-Q and Forms 8-K, plus (ii) 1,855,935 shares
of Common Stock issuable upon exercise of certain of the Warrants, which, due to the Beneficial Ownership Limitation, is the maximum
number of shares that could be issued upon exercise of the Warrants as of December 30, 2020.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ¨
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
N/A.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
See the response to Item 4.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
|
Redmile Group, LLC
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
Name: Jeremy C. Green
Title: Managing Member
|
|
|
/s/ Jeremy C. Green
|
|
|
Jeremy C. Green
|