Sec Form 13G Filing - EcoR1 Capital LLC filing for Oric Pharmaceuticals Inc. (ORIC) - 2023-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)

ORIC Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68622P109

(CUSIP Number)

December 31, 2022

(Date of Event Wh ich Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]       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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

1.

Names of Reporting Persons. EcoR1 Capital, LLC

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(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 3,418,068
	7. Sole Dispositive Power -0-
	8. Shared Dispositive Power 3,418,068

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person 3,418,068

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ______

 

11.

Percent of Class Represented by Amount in Row (9) 7.6%

 

12.

Type of Reporting Person (See Instructions) OO, IA

 

 

 

1.

Names of Reporting Persons. Oleg Nodelman

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) X

(b)

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization United States

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power -0-
	6. Shared Voting Power 3,418,068
	7. Sole Dispositive Power -0-
	8. Shared Dispositive Power 3,418,068

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person 3,418,068

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ______

 

11.

Percent of Class Represented by Amount in Row (9) 7.6%

 

12.

Type of Reporting Person (See Instructions) IN, HC

 

 

 

1.

Names of Reporting Persons. EcoR1 Capital Fund Qualified, 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 3,180,909
	7. Sole Dispositive Power -0-
	8. Shared Dispositive Power 3,180,909

 

9.

Aggregate Amoun t Beneficially Owned by Each Reporting Person 3,180,909

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ______

 

11.

Percent of Class Represented by Amount in Row (9) 7.1%

 

12.

Type of Reporting Person (See Instructions) PN

 

 

 

 

Item

1.

(a)

Name of Issuer ORIC Pharmaceuticals, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices 240 E. Grand Ave, 2nd Floor, South San Francisco, California 94080

________________________________________________________________________

Item

2.

(a)

The names of the persons filing this statement are: EcoR1 Capital Fund Qualified, L.P. (“Qualified Fund”); EcoR1 Capital, LLC (“EcoR1”) and Oleg Nodelman (“Nodelman”) (collectively, the “Filers”).

 

Qualified Fund is filing this statement jointly with the other Filers, but not as a member of a group and it expressly disclaims membership in a group. In addition, filing this Schedule 13G on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13G.

 

Each Filer also disclaims beneficial ownership of the Stock except to the extent of that person’s pecuniary interest therein.

 

(b)

The principal business office of the Filers is located at: 357 Tehama Street #3, San Francisco, CA 94103

 

(c)

For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

 

(d)

This statement relates to the Issuer’s shares of Common Stock, par value $0.0001 per share (the “Stock”).

 

(e)

The CUSIP number of the Issuer is: 68622P109.

EXHIBIT A

AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or Forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint EcoR1 Capital, LLC a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: February 10, 2023

EcoR1 CAPITAL, LLC     By:/s/ Oleg Nodelman Oleg Nodelman, Manager	/s/ Oleg Nodelman Oleg Nodelman
EcoR1 CAPITAL FUND QUALIFIED, L.P.   By: EcoR1 Capital, LLC, General Partner     By:/s/ Oleg Nodelman Oleg Nodelman, Manager

08689\007\9422384.v1