Statement of Ownership (sc 13g)
14 Febbraio 2023 - 11:22PM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Rain Oncology
Inc.
(Name of Issuer)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
75082Q 10 5
(CUSIP Number)
April 23, 2021
(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) |
x |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 75082Q 10 5 |
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1. |
Names of Reporting Persons
Samsara BioCapital, L.P. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
x (1) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
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6. |
Shared Voting Power
2,260,652 shares (2) |
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7. |
Sole Dispositive Power
0 |
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8. |
Shared Dispositive Power
2,260,652 shares (2) |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,652 shares (2) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11. |
Percent of Class Represented by Amount in Row (9)
9.1% (3) |
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12. |
Type of Reporting Person (See Instructions)
PN |
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| (1) | This Schedule 13G is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”)
and Dr. Srinivas Akkaraju (“Akkaraju”) (and together with Samsara LP and Samsara GP, the “Reporting Persons”).
The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment
power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive
power over the shares held by Samsara LP. The information with respect to the ownership of the Common Stock by the Reporting Persons filing
this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the
Issuer’s prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission. |
CUSIP No. 75082Q 10 5 |
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1. |
Names of Reporting Persons
Samsara BioCapital GP, LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
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6. |
Shared Voting Power
2,260,652 shares (2) |
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7. |
Sole Dispositive Power
0 |
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8. |
Shared Dispositive Power
2,260,652 shares (2) |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,652 shares (2) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11. |
Percent of Class Represented by Amount in Row (9)
9.1% (3) |
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12. |
Type of Reporting Person (See Instructions)
OO |
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| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment
power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive
power over the shares held by Samsara LP. The information with respect to the ownership of the Common Stock by the Reporting Persons filing
this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the
Issuer’s prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission. |
CUSIP No. 75082Q 10 5 |
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1. |
Names of Reporting Persons
Dr. Srinivas Akkaraju |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
¨ |
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(b) |
x (1) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
United States of America |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0 |
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6. |
Shared Voting Power
2,260,652 shares (2) |
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7. |
Sole Dispositive Power
0 |
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8. |
Shared Dispositive Power
2,260,652 shares (2) |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,652 shares (2) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
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11. |
Percent of Class Represented by Amount in Row (9)
9.1% (3) |
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12. |
Type of Reporting Person (See Instructions)
IN |
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| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment
power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive
power over the shares held by Samsara LP. The information with respect to the ownership of the Common Stock by the Reporting Persons filing
this statement on Schedule 13G is provided as of December 31, 2022. |
| (3) | This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the
Issuer’s prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission. |
Item 1. |
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(a) |
Name of Issuer
Rain Oncology Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices
8000 Jarvis Avenue, Suite 204
Newark, CA 94560 |
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Item 2. |
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(a) |
Name of Person Filing
Samsara BioCapital, L.P. (“Samsara LP”)
Samsara BioCapital GP, LLC (“Samsara GP”)
Srinivas Akkaraju (“Akkaraju”) |
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(b) |
Address of Principal Business Office or, if none, Residence
c/o Samsara BioCapital, LLC
628 Middlefield Road
Palo Alto, CA 94301 |
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(c) |
Citizenship |
| Entities: | Samsara LP |
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Delaware |
| | Samsara GP |
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Delaware |
| Individuals: | Akkaraju |
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United States of America |
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(d) |
Title of Class of Securities
Common Stock, par value $0.001 per share |
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(e) |
CUSIP Number
75082Q 10 5 |
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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: |
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Not applicable. |
Item 4. |
Ownership |
The beneficial ownership information set forth below is provided as of December 31, 2022: |
Reporting Persons | |
Shares Held Directly | | |
Sole Voting Power | | |
Shared Voting Power | | |
Sole Dispositive Power | | |
Shared Dispositive Power | | |
Beneficial Ownership | | |
Percentage of Class (3) | |
Samsara LP (1) (2) | |
| 2,260,652 | | |
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| 2,260,652 | | |
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| 2,260,652 | | |
| 2,260,652 | | |
| 9.1 | % |
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Samsara GP (1) (2) | |
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| 2,260,652 | | |
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| 2,260,652 | | |
| 2,260,652 | | |
| 9.1 | % |
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Akkaraju (1) (2) | |
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| 2,260,652 | | |
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| 2,260,652 | | |
| 2,260,652 | | |
| 9.1 | % |
| (1) | Includes 2,260,652 shares of Common Stock held by Samsara LP. |
| (2) | Samsara GP is the sole general partner of Samsara LP and may
be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and
may be deemed to have voting and dispositive power over the shares held by Samsara LP. |
| (3) | This percentage is calculated based on 24,763,488 shares of Common Stock outstanding as of as of November 8, 2022 as reported in the Issuer’s
prospectus supplement dated November 3, 2022, filed on November 7, 2022 with the Securities and Exchange Commission. |
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ¨. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. |
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Item 10. |
Certification |
By signing below, each of the undersigned certifies that, to the best of their 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.
Dated: February 14, 2023
Samsara BioCapital, L.P. |
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Samsara BioCapital GP, LLC |
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By: |
Samsara BioCapital GP, LLC |
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By: |
/s/ Srinivas Akkaraju |
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General Partner |
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Name: Srinivas Akkaraju |
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Title: Managing Member |
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By: |
/s/ Srinivas Akkaraju |
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Name: Srinivas Akkaraju |
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Title: Managing Member |
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/s/ Srinivas Akkaraju |
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Srinivas Akkaraju |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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