| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
RAPT Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
75382E109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons Redmile Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,932,449.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
Comment for Type of Reporting Person:
Redmile Group, LLC's beneficial ownership of the Issuer's Common Stock, $0.0001 par value ("Common Stock") is comprised of 6,475,317 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (the "Redmile Funds"), including Redmile Biopharma Investments III, L.P. ("RBI III"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 15,659,456 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants"). Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. The 13,932,449 shares of Common Stock reported as beneficially owned by Redmile Group, LLC in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
Percentage based on: (i) 34,958,253 shares of Common Stock outstanding as of November 7, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the SEC on November 12, 2024 (the "Form 10-Q"), minus (ii) 2,951,425 shares of Common Stock previously outstanding that were exchanged by certain stockholders of the Issuer for Pre-Funded Warrants as of December 23, 2024, as reported by the Issuer in its Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 23, 2024 (the "Form 8-K"), plus (iii) 100,000,000 shares of Common Stock issued by the Issuer in a private placement, as reported by the Issuer in its Prospectus filed with the SEC on January 28, 2024 (the "Prospectus"), plus (iv) 7,457,132 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.
SCHEDULE 13G |
| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons Jeremy C. Green | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,932,449.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Jeremy C. Green's beneficial ownership of Common Stock is comprised of 6,475,317 shares of Common Stock owned by the Redmile Funds, including RBI III. Subject to the Beneficial Ownership Blocker, Mr. Green may also be deemed to beneficially own 15,659,456 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that the Beneficial Ownership Blocker applies. The 13,932,449 shares of Common Stock reported as beneficially owned by Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
Percentage based on: (i) 34,958,253 shares of Common Stock outstanding as of November 7, 2024, as reported by the Issuer in the Form 10-Q, minus (ii) 2,951,425 shares of Common Stock previously outstanding that were exchanged by certain stockholders of the Issuer for Pre-Funded Warrants as of December 23, 2024, as reported by the Issuer in the Form 8-K, plus (iii) 100,000,000 shares of Common Stock issued by the Issuer in a private placement as of December 27, 2024, as reported by the Issuer in the Prospectus, plus (iv) 7,457,132 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.
SCHEDULE 13G |
| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons Redmile Biopharma Investments III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,559,323.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
RBI III's beneficial ownership of Common Stock is comprised of 102,191 shares of Common Stock directly held by RBI III. Subject to the Beneficial Ownership Blocker, RBI III may also be deemed to beneficially own 15,659,456 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI III in this Schedule 13G represent the shares of Common Stock held directly by RBI III and the 7,457,132 shares of Common Stock that could be issued to RBI III upon exercise of certain of the Warrants directly held by RBI III under the Beneficial Ownership Blocker.
Percentage based on: (i) 34,958,253 shares of Common Stock outstanding as of November 7, 2024, as reported by the Issuer in the Form 10-Q, minus (ii) 2,951,425 shares of Common Stock previously outstanding that were exchanged by certain stockholders of the Issuer for Pre-Funded Warrants as of December 23, 2024, as reported by the Issuer in the Form 8-K, plus (iii) 100,000,000 shares of Common Stock issued by the Issuer in a private placement as of December 27, 2024, as reported by the Issuer in the Prospectus, plus (iv) 7,457,132 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: RAPT Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 561 Eccles Avenue, South San Francisco, CA 94080 | |
| Item 2. | ||
| (a) | Name of person filing: Redmile Group, LLC
Jeremy C. Green
Redmile Biopharma Investments III, L.P. | |
| (b) | Address or principal business office or, if
none, residence: Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
Redmile Biopharma Investments III, L.P.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129 | |
| (c) | Citizenship: Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Biopharma Investments III, L.P.: Delaware | |
| (d) | Title of class of securities: Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 75382E109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Redmile Group, LLC - 13,932,449 (1)
Jeremy C. Green - 13,932,449 (1)
Redmile Biopharma Investments III, L.P. - 7,559,323 (2) | |
| (b) | Percent of class: Redmile Group, LLC - 9.9% (3)
Jeremy C. Green - 9.9% (3)
Redmile Biopharma Investments III, L.P. - 5.4% (3) % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments III, L.P. - 0 | ||
| (ii) Shared power to vote or to direct the
vote: Redmile Group, LLC - 13,932,449 (1)
Jeremy C. Green - 13,932,449 (1)
Redmile Biopharma Investments III, L.P. - 7,559,323 (2) | ||
| (iii) Sole power to dispose or to direct the
disposition of: Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments III, L.P. - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Redmile Group, LLC - 13,932,449 (1)
Jeremy C. Green - 13,932,449 (1)
Redmile Biopharma Investments III, L.P. - 7,559,323 (2)
(1) Redmile Group, LLC's and Jeremy C. Green's beneficial ownership of the Issuer's Common Stock is comprised of 6,475,317 shares of Common Stock owned by the Redmile Funds, including RBI III. Subject to the Beneficial Ownership Blocker, Redmile Group, LLC and Mr. Green may also be deemed to beneficially own 15,659,456 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 13,932,449 shares of Common Stock reported as beneficially owned by Redmile Group, LLC and Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) RBI III's beneficial ownership of Common Stock is comprised of 102,191 shares of Common Stock. Subject to the Beneficial Ownership Blocker, RBI III may also be deemed to beneficially own 15,659,456 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI III in this Schedule 13G represent the shares of Common Stock held directly by RBI III and the 7,457,132 shares of Common Stock that could be issued to RBI III upon exercise of certain of the Warrants directly held by RBI III under the Beneficial Ownership Blocker.
(3) Percentage based on: (i) 34,958,253 shares of Common Stock outstanding as of November 7, 2024, as reported by the Issuer in the Form 10-Q, minus (ii) 2,951,425 shares of Common Stock previously outstanding that were exchanged by certain stockholders of the Issuer for Pre-Funded Warrants as of December 23, 2024, as reported by the Issuer in the Form 8-K, plus (iii) 100,000,000 shares of Common Stock issued by the Issuer in a private placement as of December 27, 2024, as reported by the Issuer in the Prospectus, plus (iv) 7,457,132 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See the response to Item 4. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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