Sec Form 4 Filing - Redmile Group, LLC @ Shattuck Labs, Inc. - 2025-08-25

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
Shattuck Labs, Inc. [ STTK]
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)
08/25/2025
(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
Pre-Funded Warrants to Purchase Common Stock $ 0.0001 08/25/2025 A 4,097,730 ( 2 ) ( 2 ) Common Stock 4,097,730 ( 1 ) 7,198,553 I See Footnotes ( 3 ) ( 4 )
Common Warrants to Purchase Common Stock $ 1.0846 08/25/2025 A 4,097,730 ( 2 ) ( 2 ) Common Stock 4,097,730 ( 1 ) 4,097,730 I See Footnotes ( 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
Signatures
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 08/26/2025
Signature of Reporting Person Date
/s/ Jeremy Green 08/26/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 25, 2025 (the "Closing Date"), pursuant to the terms of that certain securities purchase agreement, dated as of August 4, 2025 (the "Purchase Agreement") and following the satisfaction of certain material conditions set forth therein, the Issuer issued and sold to certain institutional investors in a private placement, including certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Clients"), pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), accompanied by warrants (the "Common Warrants") to purchase an equal number of shares of Common Stock (or, in lieu thereof, Pre-Funded Warrants to purchase up to the same number of shares), at a combined purchase price for both securities of $0.8676.
( 2 )The Pre-Funded Warrants and Common Warrants are exercisable by the holder at any time on or after the Closing Date, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants do not have an expiration date. The Common Warrants will expire 30 days after a public announcement of the data from the Issuer's Phase 1 clinical trial for SL-325 in healthy volunteers and the design of its Phase 2 clinical trial.
( 3 )The reported securities are directly owned by the Redmile Clients, and may be deemed beneficially owned by Redmile Group, LLC ("Redmile") as the investment manager of the Redmile Clients.
( 4 )The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, if any, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
Mr. Michael Lee, a managing director of Redmile, resigned as a member of the board of directors of the Issuer effective as of the Closing Date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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