ADC Therapeutics (ADCT) Form 4 ADC 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

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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
ADC Therapeutics SA [ ADCT ]

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)
05/08/2024

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

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
Pre-Funded Warrants(1)	(2)	05/08/2024		P		6,107,181		05/08/2024	(3)	Common Shares	6,107,181	$4.812	6,107,181	D(4)(6)
Pre-Funded Warrants(1)	(2)	05/08/2024		P		8,163,265		05/08/2024	(3)	Common Shares	8,163,265	$4.812	8,163,265	I	See Footnotes(5)(6)

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)

C/O REDMILE GROUP, LLC (NY OFFICE)

45 W. 27TH STREET, FLOOR 11

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RedCo II Master Fund, L.P.

(Last) (First) (Middle)

C/O REDMILE GROUP, LLC ONE

LETTERMAN DRIVE, BUILDING D SUITE D3-300

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Explanation of Responses:

1. On May 8, 2024, certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles managed by Redmile, the "Redmile Clients"), acquired, in an underwritten public offering, pre-funded warrants (the "Pre-Funded Warrants") to purchase Common Shares of the Issuer (the "Pre-Funded Warrant Shares") at a purchase price per Pre-Funded Warrant equal to $4.812.

2. The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the May 8, 2024 exchange rate of $1.1013 USD to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of May 8, 2024 is approximately $0.088.

3. The Pre-Funded Warrants are exercisable by the holder at any time after their original issuance until the tenth anniversary of their original issuance, subject to a 9.99% beneficial ownership blocker. At any time during the last 90 days of the term of the Pre-Funded Warrants, the holder thereof may exchange a Pre Funded Warrant with the Issuer for a new Pre Funded Warrant to purchase the number of Pre-Funded Warrant Shares then remaining under such Pre-Funded Warrant, with a subsequent ten-year exercise period.

4. These securities are directly owned by RedCo II.

5. The securities reported herein are directly owned by the Redmile Clients, including RedCo II.

6. The reported securities may be deemed beneficially owned by Redmile as investment manager of the Redmile Clients and by Jeremy Green as the managing principal of Redmile. Each of Redmile and Mr. Green (collectively with RedCo II, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC	05/10/2024
	/s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P.	05/10/2024
	/s/ Jeremy Green	05/10/2024
	** Signature of Reporting Person	Date
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