Redmile Form 4 Shattuck Labs / Jeremy Green ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/14/2020		C		2,178,738	A	(1)	2,178,738	I	See Footnote(2)(3)
Common Stock	10/14/2020		P		2,941,176	A	$17	5,119,914	I	See Footnote(2)(3)
Common Stock	10/14/2020		P		158,100	A	$18.0118(4)	5,278,014	I	See Footnote(2)(3)
Common Stock	10/14/2020		P		195,158	A	$19.2028(5)	5,473,172	I	See Footnote(2)(3)
Common Stock	10/14/2020		P		65,047	A	$19.9978(6)	5,538,219	I	See Footnote(2)(3)
Common Stock	10/14/2020		P		31,695	A	$21.0856(7)	5,569,914	I	See Footnote(2)(3)
Common Stock	10/14/2020		P		50,000	A	$22.1	5,619,914	I	See Footnote(2)(3)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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-1 Preferred Stock	(4)	10/14/2020		C			318,064	(4)	(4)	Common Stock	2,178,738	$0.00	0	I	See Footnote(2)(3)

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Green Jeremy

(Last) (First) (Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Explanation of Responses:

1. The Series B-1 Preferred Stock converted into shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-6.85 basis and had no expiration date.

2. These securities are directly owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Michael Lee, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.57 to $18.57, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.58 to $19.58, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.59 to $20.55, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.60 to $21.39, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

	/s/ Jeremy Green, Managing Member of Redmile Group, LLC	10/15/2020
	/s/ Jeremy Green	10/15/2020
	** Signature of Reporting Person	Date
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