Green Jeremy Form 4 Neoleukin Therapeutics / 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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
Neoleukin Therapeutics, Inc. [ NLTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2020

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	03/27/2020		P		50,000	A	$9.2079(1)	3,916,579	I	See Footnote(2)
Common Stock	03/30/2020		P		29,800	A	$9.905(3)	3,946,379	I	See Footnote(2)
Common Stock	03/30/2020		P		2,700	A	$10.2744(4)	3,949,079	I	See Footnote(2)
Common Stock	03/31/2020		P		22,500	A	$10.1813(5)	3,971,579	I	See Footnote(2)
Common Stock	03/31/2020		P		7,500	A	$10.7079(6)	3,979,079	I	See Footnote(2)
Common Stock	04/01/2020		P		33,500	A	$10.9482(7)	4,012,579	I	See Footnote(2)
Common Stock	04/01/2020		P		9,000	A	$11.6517(8)	4,021,579	I	See Footnote(2)
Common Stock	04/01/2020		S(9)		9,634	D	$11.0616(10)	4,011,945	I	See Footnote(2)
Common Stock	04/01/2020		S(9)		200	D	$11.865(11)	4,011,745	I	See Footnote(2)
Common Stock	04/02/2020		P		38,300	A	$11.3605(12)	4,050,045	I	See Footnote(2)
Common Stock	04/02/2020		P		1,000	A	$11.8506(13)	4,051,045	I	See Footnote(2)
Common Stock	04/02/2020		S(9)		9,734	D	$11.3039(14)	4,041,311	I	See Footnote(2)
Common Stock	04/02/2020		S(9)		100	D	$11.82	4,041,211	I	See Footnote(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 (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

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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.88 to $9.48, inclusive. The Reporting Persons undertake 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.

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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.12 to $10.11, inclusive. The Reporting Persons undertake 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.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.14 to $10.88, inclusive. The Reporting Persons undertake 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 $9.64 to $10.64, inclusive. The Reporting Persons undertake 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 $10.65 to $10.84, inclusive. The Reporting Persons undertake 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 $10.41 to $11.41, inclusive. The Reporting Persons undertake 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.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.42 to $11.91, inclusive. The Reporting Persons undertake 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.

9. The Reporting Persons? pecuniary interest in the sales of an aggregate of 19,668 shares of the Issuer?s common stock on April 1, 2020 and April 2, 2020 reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of the Reporting Persons? pecuniary interest in 9,100 shares of the Issuer?s common stock purchased at prices ranging from $8.86 to $9.11 per share on March 26, 2020 and 10,568 shares of the Issuer?s common stock purchased at prices ranging from $8.88 to $9.115 per share on March 28, 2020. The Reporting Persons have agreed to pay to the Issuer the full amount of the Reporting Persons? pecuniary interest in the deemed profit realized in connection with the short-swing transactions, less transaction costs.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.76 to $11.72, inclusive. The Reporting Persons undertake 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 sold at each separate price.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.85 to $11.88, inclusive. The Reporting Persons undertake 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 sold at each separate price.

12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.795 to $11.78, inclusive. The Reporting Persons undertake 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.

13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.805 to $11.91, inclusive. The Reporting Persons undertake 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.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.795 to $11.7425, inclusive. The Reporting Persons undertake 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 sold at each separate price.

	By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC	04/06/2020
	/s/ Jeremy Green	04/06/2020
	** Signature of Reporting Person	Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.