UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RAPT Therapeutics,
Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
75382E 109
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| |
|
| x |
Rule 13d-1(c) |
| |
|
| ¨ |
Rule 13d-1(d) |
* 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. 75382E 109
|
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
3,679,838 (1)
|
|
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive
Power
3,679,838 (1)
|
|
9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person
3,679,838 (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, $0.0001 par value (“Common Stock”) is comprised of 784,832
shares of Common Stock owned by a private investment vehicle
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 vehicle. 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 4,000,000
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, the Issuer may not effect any exercise of
the Warrant, and a holder of a Warrant does not have the right to
exercise the Warrant held by such holder, 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 3,679,838 shares of Common Stock reported
as beneficially owned by Redmile Group, LLC in this Schedule 13G
represent 9.99% of the outstanding shares of Common Stock
(calculated in accordance with footnote (2) below).
(2) Percentage based on the sum of (a) 33,940,217 shares
of Common Stock outstanding as of November 18, 2022, as reported by
the issuer in a prospectus supplement filed with the Securities and
Exchange Commission on November 18, 2022 (the “Prospectus
Supplement”), plus (b) 2,895,006 shares of Common Stock issuable
upon exercise 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.
CUSIP No. 75382E 109
|
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
3,679,838 (3)
|
|
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive
Power
3,679,838 (3)
|
|
9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person
3,679,838 (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
784,832 shares of Common Stock owned by a Redmile Fund, which
shares of Common Stock may be deemed beneficially owned by Redmile
Group, LLC as investment manager of the Redmile Fund. 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 4,000,000 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 the
Warrant, and a holder of a Warrant does not have the right to
exercise the Warrant held by such holder, to the extent that the
Beneficial Ownership Blocker applies. The 3,679,838 shares of
Common Stock reported as beneficially owned by Mr. Green in this
Schedule 13G represent 9.99% of the outstanding shares of Common
Stock (calculated in accordance with footnote (4) below).
(4) Percentage based on the sum of (a) 33,940,217 shares
of Common Stock outstanding as of November 18, 2022, as reported in
the Prospectus Supplement, plus (b) 2,895,006 shares of Common
Stock issuable upon exercise 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.
CUSIP No. 75382E 109
|
1 |
Name of Reporting
Person
Redmile Biopharma Investments III, L.P.
|
|
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
2,895,006 (5)
|
|
7 |
Sole Dispositive Power
0
|
|
8 |
Shared Dispositive
Power
2,895,006 (5)
|
|
9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person
2,895,006 (5)
|
|
10 |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨
|
|
11 |
Percent of Class Represented
by Amount in Row (9)
7.9%(6)
|
|
12 |
Type of Reporting Person
(See Instructions)
PN
|
(5)
Subject to the Beneficial Ownership Blocker, Redmile Biopharma
Investments III, L.P. (“RBI III”) may be deemed to beneficially own
4,000,000 shares of Common Stock issuable upon exercise of the
Warrants directly held by RBI III. 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 shares of Common Stock reported as
beneficially owned by RBI III in this Schedule 13G represent the
2,895,006 shares of Common Stock that could be issued to RBI III
upon exercise of certain of the Warrants directly held by RBI III
under the Beneficial Ownership Blocker.
(6) Percentage based on the sum of (a) 33,940,217 shares
of Common Stock outstanding as of November 18, 2022, as reported in
the Prospectus Supplement, plus (b) 2,895,006 shares of Common
Stock issuable upon exercise of the Warrants directly held by
Redmile Biopharma Investments III, L.P., which due to the
Beneficial Ownership Limitation is the maximum number of shares
that could be issued upon exercise of the Warrants.
Item 1.
RAPT Therapeutics, Inc.
|
(b) |
Address of Issuer’s Principal
Executive Offices |
561 Eccles Avenue
South San Francisco, CA 94080
Item 2.
|
(a) |
Names of Persons Filing |
Redmile Group, LLC
Jeremy C. Green
Redmile Biopharma Investments III, L.P.
|
(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 (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
Redmile Biopharma Investments III, L.P.
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
Redmile Biopharma Investments III, L.P.: Delaware
|
(d) |
Title of Class of Securities |
Common Stock, $0.0001 par value
75382E 109
|
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) |
¨ |
An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
| |
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|
| (f) |
¨ |
An employee benefit plan or endowment fund in
accordance with § 240.13d-1(b)(1)(ii)(F); |
| |
|
|
| (g) |
¨ |
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 – 3,679,838*
Jeremy C. Green – 3,679,838*
Redmile Biopharma Investments III, L.P. – 2,895,006**
Redmile Group, LLC – 9.9%*
Jeremy C. Green – 9.9%*
Redmile Biopharma Investments III, L.P. – 7.9% **
|
(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: |
3,679,838*
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0
|
(iv) |
Shared power to dispose or to direct the disposition of: |
3,679,838*
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: |
3,679,838*
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0
|
(iv) |
Shared power to dispose or to direct the disposition of: |
3,679,838*
Number of shares as to which Redmile Biopharma Investments III,
L.P. has:
|
(i) |
Sole power to vote or to direct the vote: |
0
|
(ii) |
Shared power to vote or to direct the vote: |
2,895,006**
|
(iii) |
Sole power to dispose or to direct the disposition of: |
0
|
(iv) |
Shared power to dispose or to direct the disposition of: |
2,895,006**
|
* |
Redmile Group, LLC’s and Jeremy C.
Green’s beneficial ownership of the Issuer’s Common Stock is
comprised of 784,832 shares of Common Stock owned by a private
investment vehicle 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 vehicle. 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,
Redmile Group, LLC and Mr. Green may also be deemed to beneficially
own 4,000,000 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 the Warrant, and a holder of a Warrant does
not have the right to exercise the Warrant held by such holder, if
the Beneficial Ownership Blocker applies. The 3,679,838 shares of
Common Stock reported as beneficially owned by Redmile Group, LLC
and Mr. Green in this Schedule 13G represent 9.99% of the
outstanding shares of Common Stock (calculated in accordance with
footnote (***) below). |
|
** |
Subject to the Beneficial Ownership
Blocker, RBI III may be deemed to beneficially own 4,000,000 shares
of Common Stock issuable upon exercise of the Warrants directly
held by RBI III. 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 shares of Common Stock reported as beneficially owned
by RBI III in this Schedule 13G represent the 2,895,006 shares of
Common Stock that could be issued to RBI III upon exercise of
certain of the Warrants directly held by RBI III under the
Beneficial Ownership Blocker. |
|
*** |
Percentage based on the sum of (a)
33,940,217 shares of Common Stock outstanding as of November 18,
2022, as reported in the Prospectus Supplement, plus (b) 2,895,006
shares of Common Stock issuable upon exercise 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. |
|
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 14, 2023
| |
Redmile Group, LLC
|
| |
|
|
| |
By: |
|
/s/ Jeremy C. Green |
| |
|
|
Name: Jeremy C. Green
Title: Managing Member
|
| |
|
/s/ Jeremy C. Green |
| |
|
Jeremy C. Green
|
| |
Redmile Biopharma Investments III, L.P.
By: Redmile Biopharma Investments III (GP), LLC, its general
partner
|
| |
|
|
| |
By: |
|
/s/ Jeremy C. Green |
| |
|
|
Name: Jeremy C. Green
Title: Managing Member
|
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