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. 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); |
|
|
|
(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 |