Sec Form 4 Filing - Davis Aaron I. @ Rain Therapeutics Inc. - 2021-04-23

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
Davis Aaron I.
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)
(Last) (First) (Middle)
C/O RAIN THERAPEUTICS INC., 8000 JARVIS AVENUE, SUITE 204
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2021
(Street)
NEWARK, CA94560
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 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 (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 B Preferred Stock ( 2 ) 04/27/2021 C 3,263,986 ( 2 ) ( 2 ) Non-Voting Common Stock 3,022,489 $ 0 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 0 D ( 3 )
Non-Voting Common Stock ( 2 ) 04/27/2021 C 3,022,489 ( 2 ) ( 2 ) Common Stock 3,022,489 $ 0 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 79,726 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Davis Aaron I.
C/O RAIN THERAPEUTICS INC.
8000 JARVIS AVENUE, SUITE 204
NEWARK, CA94560
X X
MVA Investors, LLC
12860 EL CAMINO REAL, SUITE 300
SAN DIEGO, CA92130
X X
Signatures
/s/ Nelson Cabatuan, Attorney-in-fact for Aaron Davis 04/27/2021
Signature of Reporting Person Date
MVA Investors, LLC, By: /s/ Aaron Davis, Aaron Davis, Chief Executive Officer 04/27/2021
Signature of Reporting Person Date
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.

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