Sec Form 4 Filing - Redmile Group, LLC @ MedAvail Holdings, Inc. - 2022-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Redmile Group, LLC
2. Issuer Name and Ticker or Trading Symbol
MedAvail Holdings, Inc. [ MDVL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING D, SUITE D3-300
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2022
(Street)
SAN FRANCISCO, CA94129
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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( 1 ) 07/01/2022 A 9,411,765 A $ 1.0625 34,604,516 I See Footnote( 4 )
Common Stock( 1 )( 3 ) 07/01/2022 A 7,639,117 A $ 1.0625 19,097,796 D( 3 )( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrants to Purchase Shares of Common Stock( 2 ) $ 1.25 07/01/2022 A 4,705,881 07/01/2022( 2 ) 07/01/2027( 2 ) Common Stock 4,705,881 $ 0 12,069,628 I See Footnote( 4 )
Warrants to Purchase Shares of Common Stock( 2 )( 3 ) $ 1.25 07/01/2022 A 3,819,558 07/01/2022( 2 ) 07/01/2027( 2 ) Common Stock 3,819,558 $ 0 9,548,897 D( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Redmile Group, LLC
ONE LETTERMAN DRIVE, BUILDING D
SUITE D3-300
SAN FRANCISCO, CA94129
X X
Green Jeremy
C/O REDMILE GROUP, LLC (NY OFFICE)
45 W. 27TH STREET, FLOOR 11
NEW YORK, NY10001
X X
RedCo II Master Fund, L.P.
ONE LETTERMAN DRIVE, BUILDING D
SUITE D3-300
SAN FRANCISCO, CA94129
X X
Signatures
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 07/06/2022
Signature of Reporting Person Date
/s/ Jeremy Green 07/06/2022
Signature of Reporting Person Date
By: /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, general partner of RedCo II Master Fund, L.P. 07/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 1, 2022, certain private investment vehicles (collectively, the "Redmile Funds") managed by Redmile Group, LLC ("Redmile"), among other investors in the Issuer, acquired shares of the Issuer's common stock in the second closing of a private placement (the "PIPE Shares") pursuant to a securities purchase agreement, dated as of March 30, 2022 (the "Purchase Agreement"), following the satisfaction of certain closing conditions.
( 2 )Each Redmile Fund that purchased PIPE Shares was also issued a warrant to purchase the Issuer's common stock (the "Warrant Shares") in an amount equal to 50% of the number of PIPE Shares that such Redmile Fund purchased under the Purchase Agreement. The warrants will be exercisable by the holder at any time on or after the issuance date of the warrant for a period of 5 years. The warrant terms provide the Issuer with a call option to force the warrant-holders to exercise up to 2/3 of the Warrant Shares, with 1/3 of the Warrant Shares being callable beginning on each of the 12 month and 24 month anniversaries of the warrant issuance dates, in each case, until the expiration of the warrants, and subject to the satisfaction of certain pricing conditions relating to the trading of the Issuer's common stock.
( 3 )In the second closing of the Issuer's private placement on July 1, 2022, one of the Redmile Funds, RedCo II Master Fund, L.P. ("RedCo II"), which beneficially owns more than 10% of the Issuer's common stock, acquired 7,639,117 PIPE Shares and was issued a warrant to purchase 3,819,558 Warrant Shares pursuant to the Purchase Agreement.
( 4 )These securities are directly owned by the Redmile Funds (or by RedCo II as indicated), and may be deemed beneficially owned by Redmile as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile and RedCo II, the "Reporting Persons"). Each of Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
Rob Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

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