SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Davis Aaron I.

(Last) (First) (Middle)
C/O RAIN THERAPEUTICS INC.
8000 JARVIS AVENUE, SUITE 204

(Street)
NEWARK CA 94560

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rain Therapeutics Inc. [ RAIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/23/2021 P 25,000 A $15.58 25,000 I See Footnote(1)
Common Stock 04/23/2021 P 125,000 A $16.27 150,000 I See Footnote(1)
Common Stock 04/27/2021 P 1,025,000 A $17 1,175,000 I See Footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (2) 04/27/2021 C 3,263,986 (2) (2) Non-Voting Common Stock 3,022,489 $0.00 0 I See Footnote(1)
Series B Preferred Stock (2) 04/27/2021 C 86,097 (2) (2) Non-Voting Common Stock 79,726 $0.00 0 D(3)
Non-Voting Common Stock (2) 04/27/2021 C 3,022,489 (2) (2) Common Stock 3,022,489 $0.00 3,022,489 I See Footnote(1)
Non-Voting Common Stock (2) 04/27/2021 C 79,726 (2) (2) Common Stock 79,726 $0.00 79,726 D(3)
1. Name and Address of Reporting Person*
Davis Aaron I.

(Last) (First) (Middle)
C/O RAIN THERAPEUTICS INC.
8000 JARVIS AVENUE, SUITE 204

(Street)
NEWARK CA 94560

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MVA Investors, LLC

(Last) (First) (Middle)
12860 EL CAMINO REAL, SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) Aaron I. Davis, (iv) MVA Investors, LLC ("MVA Investors"), and (v) Joe Lewis (collectively, the "Boxer Group"), and indirectly by Boxer Management, Mr. Lewis and Mr. Davis by virtue of their ownership in Boxer Capital. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
2. Each share of Series B Preferred Stock was convertible into Common Stock on a one-for-1.0799 basis at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. Pursuant to an Exchange Agreement, dated April 17, 2021, the shares of Series B Preferred Stock reported herein were exchanged for shares of Non-Voting Common Stock on a one-for-1.0799 basis immediately prior to the closing of the Issuer's initial public offering without payment or additional consideration. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.
3. These securities are owned directly by MVA Investors, which may be deemed to be a member of the Boxer Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and indirectly by Mr. Davis who is a member of and has voting and dispositive power over securities held by MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
Remarks:
/s/ Nelson Cabatuan, Attorney-in-fact for Aaron Davis 04/27/2021
MVA Investors, LLC, By: /s/ Aaron Davis, Aaron Davis, Chief Executive Officer 04/27/2021
** Signature of Reporting Person Date
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