Sec Form 4 Filing - Redmile Group, LLC @ MedAvail Holdings, Inc. - 2023-06-16

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)
06/16/2023
(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
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
Series A Warrants to Purchase Common Stock ( 1 ) $ 0.3854 ( 2 ) 06/16/2023 A 38,916,562 06/16/2023( 2 ) 06/16/2028 Common Stock 38,916,562 ( 1 ) 38,916,562 I See Footnote ( 3 )
Series A Warrants to Purchase Common Stock ( 1 ) $ 0.3854 ( 2 ) 06/16/2023 A 38,916,562 06/16/2023( 2 ) 06/16/2028 Common Stock 38,916,562 ( 1 ) 38,916,562 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.
C/O REDMILE GROUP, LLC
ONE LETTERMAN DRIVE, BLDG D SUITE D3-300
SAN FRANCISCO, CA94129
X X
Signatures
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 06/21/2023
Signature of Reporting Person Date
/s/ Jeremy Green 06/21/2023
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. 06/21/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 16, 2023, the Issuer issued Series A Warrants to purchase up to an aggregate of 38,916,562 shares of the Issuer's common stock (the "Series A Warrant Shares") to RedCo II Master Fund, L.P. ("RedCo II"), a private investment vehicle managed by Redmile Group, LLC ("Redmile"). RedCo II acquired the right to receive the Series A Warrants pursuant to a securities purchase agreement, dated as of March 9, 2023 (the "Purchase Agreement"), in connection with a private placement of securities by the Issuer to certain investors on March 13, 2023 (the "Private Placement"). The issuance of the Series A Warrants under the Purchase Agreement was subject to stockholder approval under the applicable rules of The Nasdaq Stock Market LLC, which was obtained at the annual meeting of the Issuer's stockholders held on June 14, 2023.
( 2 )The Warrants are exercisable by a holder at any time on or after June 16, 2023 for a five-year term that expires on June 16, 2028 at an exercise price of $0.38544 per share.
( 3 )These securities are directly owned by RedCo II and may be deemed beneficially owned by Redmile as investment manager of RedCo II. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile, 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.
( 4 )RedCo II acquired the Warrants directly in the Private Placement pursuant to the terms of the Purchase Agreement.

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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