Sec Form 3 Filing - Bruce Josephine @ Rain Oncology Inc. - 2023-06-01

FORM 3 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 Bruce Josephine 2. Issuer Name and Ticker or Trading Symbol Rain Oncology Inc. [ RAIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Principal Fin. & Acc. Officer (Last) (First) (Middle) C/O RAIN ONCOLOGY INC., 8000 JARVIS AVENUE, SUITE 204 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2023 (Street) NEWARK, CA94560 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 4,588 D ( 1 ) ( 2 )

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 Stock Option (Right to Buy) $ 5.15 ( 3 ) 02/23/2031 Common Stock 9,723 D Stock Option (Right to Buy) $ 12.01 ( 4 ) 01/07/2032 Common Stock 5,000 D Stock Option (Right to Buy) $ 6.25 ( 5 ) 08/30/2032 Common Stock 625 D Stock Option (Right to Buy) $ 9.59 ( 6 ) 02/14/2033 Common Stock 2,450 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bruce Josephine C/O RAIN ONCOLOGY INC. 8000 JARVIS AVENUE, SUITE 204 NEWARK, CA94560 Principal Fin. & Acc. Officer Signatures /s/ Ryan A. Murr, Attorney-in-fact for Josephine Bruce 06/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 313 restricted stock units ("RSUs") that vest with respect to one-sixth at the end of each six-month period following August 30, 2022, subject to the Reporting Person's continued service to the Issuer. ( 2 )Consists of 1,250 RSUs that vest with respect to one-sixth at the end of each six-month period following February 14, 2023, subject to the Reporting Person's continued service to the Issuer. ( 3 )This option represents a right to purchase a total of 9,723 shares of the Issuer's common stock, one quarter of which vested on February 23, 2022, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer. ( 4 )This option represents a right to purchase a total of 5,000 shares of the Issuer's common stock, one quarter of which vested on January 7, 2023, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer. ( 5 )This option represents a right to purchase a total of 625 shares of the Issuer's common stock, one quarter of which will vest on August 30, 2023, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer. ( 6 )This option represents a right to purchase a total of 2,450 shares of the Issuer's common stock, one quarter of which will vest on February 14, 2024, with the remaining three quarters vesting in equal monthly installments over three years, subject to the Reporting Person's continued service to the Issuer.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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