Rain Oncology Form 3 Rain Therapeutics / Robert Doebele ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Doebele Robert

(Last) (First) (Middle)

C/O RAIN THERAPEUTICS INC.

8000 JARVIS AVENUE, SUITE 204

(Street)

NEWARK CA 94560

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2021

3. Issuer Name and Ticker or Trading Symbol
Rain Therapeutics Inc. [ RAIN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Scientific Officer

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	463,005	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	4,932(1)	(1)	D
Stock Option (Right to Buy)	(2)	11/12/2030	Common Stock	92,601	4	D
Stock Option (Right to Buy)	(3)	06/24/2030	Common Stock	9,260	3.13	D
Stock Option (Right to Buy)	(4)	10/31/2029	Common Stock	9,260	3.95	D
Stock Option (Right to Buy)	(5)	05/14/2029	Common Stock	13,890	3.95	D
Stock Option (Right to Buy)	(6)	03/13/2029	Common Stock	13,890	3.95	D

Explanation of Responses:

1. Each share of Series A Preferred Stock is convertible into common stock on a one-for-1.0799 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and will convert automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

2. This option represents a right to purchase a total of 92,601 shares of the Issuer's common stock, one quarter of which will vest on October 1, 2021, with the remaining three quarters vesting in equal monthly installments through October 1, 2024, subject to the Reporting Person's continued service to the Issuer.

3. This option represents a right to purchase a total of 9,260 shares of the Issuer's common stock, one half of which will vest on May 29, 2021, with the remaining half vesting in equal quarterly installments through May 29, 2022, subject to the Reporting Person's continued service to the Issuer.

4. This option represents a right to purchase a total of 9,260 shares of the Issuer's common stock, one half of which vested on November 13, 2020, with the remaining half vesting in equal quarterly installments through November 13, 2021, subject to the Reporting Person's continued service to the Issuer.

5. This option represents a right to purchase a total of 13,890 shares of the Issuer's common stock, one half of which vested on May 15, 2020, with the remaining half vesting in equal quarterly installments through May 15, 2021, subject to the Reporting Person's continued service to the Issuer.

6. This option represents a right to purchase a total of 13,890 shares of the Issuer's common stock, which is vested in full.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nelson Cabatuan, Attorney-in-fact for Robert Doebele	04/22/2021
	** 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 5 (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.