Sec Form 4 Filing - BVF PARTNERS L P/IL @ Rain Therapeutics Inc. - 2021-05-21

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 *
BVF PARTNERS L P/IL
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) X __ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
44 MONTGOMERY STREET, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2021
(Street)
SAN FRANCISCO, CA94104
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, $0.001 par value ( 1 ) 05/21/2021 P 66,242 A $ 15.942 940,581 D ( 2 )
Common Stock, $0.001 par value ( 1 ) 05/24/2021 P 719 A $ 15.8952 941,300 D ( 2 )
Non-Voting Common Stock, $0.001 par value ( 1 ) ( 5 ) 1,900,815 D ( 2 )
Common Stock, $0.001 par value ( 1 ) 05/21/2021 P 48,152 A $ 15.942 685,859 D ( 3 )
Common Stock, $0.001 par value ( 1 ) 05/24/2021 P 513 A $ 15.8952 686,372 D ( 3 )
Non-Voting Common Stock, $0.001 par value ( 1 ) ( 5 ) 1,390,756 D ( 3 )
Common Stock, $0.001 par value ( 1 ) 05/21/2021 P 7,592 A $ 15.942 112,353 D ( 4 )
Common Stock, $0.001 par value ( 1 ) 05/24/2021 P 129 A $ 15.8952 112,482 D ( 4 )
Non-Voting Common Stock, $0.001 par value ( 1 ) ( 5 ) 286,691 D ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BVF PARTNERS L P/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA94104
X X See Remarks
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA94104
See Explanation of Responses
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA94104
See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA94104
See Explanation of Responses
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA94104
See Explanation of Responses
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
See Explanation of Responses
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
See Explanation of Responses
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA94104
See Explanation of Responses
BVF INC/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA94104
X
LAMPERT MARK N
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA94104
X
Signatures
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 05/25/2021
** Signature of Reporting Person Date
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 05/25/2021
** Signature of Reporting Person Date
BVF I GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer 05/25/2021
** Signature of Reporting Person Date
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 05/25/2021
** Signature of Reporting Person Date
BVF II GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer 05/25/2021
** Signature of Reporting Person Date
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 05/25/2021
** Signature of Reporting Person Date
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 05/25/2021
** Signature of Reporting Person Date
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 05/25/2021
** Signature of Reporting Person Date
BVF Inc., By: /s/ Mark N. Lampert, President 05/25/2021
** Signature of Reporting Person Date
/s/ Mark N. Lampert 05/25/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
( 3 )Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
( 4 )Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
( 5 )Each share of Non-Voting Common Stock may be converted at any time into one share of Common Stock at the option of its holder, subject to the beneficial ownership limitations provided for in the Issuer's amended and restated certificate of incorporation. Each share of Non-Voting Common Stock is convertible into 1 share of Common Stock. The Non-Voting Common Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.

Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Partners may be deemed to be a director by deputization of the Issuer due to a member of Partners, Gorjan Hrustanovic, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners.

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