Sec Form 4 Filing - TANG KEVIN C @ Rain Oncology Inc. - 2023-12-14

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
TANG KEVIN C
2. Issuer Name and Ticker or Trading Symbol
Rain Oncology Inc. [ RAIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4747 EXECUTIVE DRIVE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2023
(Street)
SAN DIEGO, CA92121
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 12/14/2023 S 24,406 D $ 1.21 ( 1 ) 4,000,080 I By LP ( 2 )
Common Stock 12/15/2023 S 109,435 D $ 1.2 ( 3 ) 3,890,645 I By LP ( 2 )
Common Stock 12/18/2023 S 40,132 D $ 1.21 ( 4 ) 3,850,513 I By LP ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANG KEVIN C
4747 EXECUTIVE DRIVE
SUITE 210
SAN DIEGO, CA92121
X
TANG CAPITAL MANAGEMENT LLC
4747 EXECUTIVE DRIVE
SUITE 210
SAN DIEGO, CA92121
X
TANG CAPITAL PARTNERS LP
4747 EXECUTIVE DRIVE
SUITE 210
SAN DIEGO, CA92121
X
Signatures
Kevin Tang 12/18/2023
Signature of Reporting Person Date
Kevin Tang, Manager 12/18/2023
Signature of Reporting Person Date
Kevin Tang, Manager of Tang Capital Management, LLC, General Partner 12/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The prices reported are weighted-average prices. These shares were sold in multiple transactions at prices ranging from $1.20 to $1.22. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request, all information regarding the number of shares sold at each price within the ranges set forth in Footnotes 1, 3 and 4.
( 2 )The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP.
( 3 )These shares were sold in multiple transactions ranging from $1.20 to $1.22.
( 4 )These shares were sold in multiple transactions ranging from $1.20 to $1.24.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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