ThZeal - The Zeal

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

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)
01/03/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash-settled Swaps	$1.6852⁽⁸⁾	01/03/2024		P/K		56,900		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	56,900	⁽⁷⁾	56,900	D⁽²⁾⁽³⁾
Cash-settled Swaps	$3.25⁽⁸⁾	01/03/2024		J/K⁽⁹⁾			59,986	⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	59,986	$1.6753⁽⁹⁾	1,199,836	I	See Footnotes⁽¹⁾⁽²⁾
Cash-settled Swaps	$1.6751⁽⁸⁾	01/04/2024		P/K		28,652		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	28,652	⁽⁷⁾	28,652	D⁽²⁾⁽³⁾
Cash-settled Swaps	$1.9593⁽⁸⁾	01/05/2024		P/K		50,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	50,000	⁽⁷⁾	50,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$1.9328⁽⁸⁾	01/08/2024		P/K		100,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	100,000	⁽⁷⁾	100,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$2.0614⁽⁸⁾	01/09/2024		P/K		100,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	100,000	⁽⁷⁾	100,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$2.1681⁽⁸⁾	01/10/2024		P/K		100,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	100,000	⁽⁷⁾	100,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$2.1012⁽⁸⁾	01/11/2024		P/K		100,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	100,000	⁽⁷⁾	100,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$2.1397⁽⁸⁾	01/12/2024		P/K		93,424		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	93,424	⁽⁷⁾	93,424	D⁽²⁾⁽³⁾
Cash-settled Swaps	$1.9115⁽⁸⁾	01/16/2024		P/K		53,900		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	53,900	⁽⁷⁾	53,900	D⁽²⁾⁽³⁾
Cash-settled Swaps	$2.1148⁽⁸⁾	01/24/2024		P/K		50,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	50,000	⁽⁷⁾	50,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$2.4879⁽⁸⁾	01/25/2024		P/K		100,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	100,000	⁽⁷⁾	100,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$2.6571⁽⁸⁾	01/26/2024		P/K		100,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	100,000	⁽⁷⁾	100,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$3.0824⁽⁸⁾	01/29/2024		P/K		150,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	150,000	⁽⁷⁾	150,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$3.1446⁽⁸⁾	01/30/2024		P/K		100,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	100,000	⁽⁷⁾	100,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$3.2605⁽⁸⁾	01/31/2024		P/K		150,000		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	150,000	⁽⁷⁾	150,000	D⁽²⁾⁽³⁾
Cash-settled Swaps	$3.25⁽⁸⁾	02/01/2024		J/K⁽⁹⁾			19,700	⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	19,700	$3.3848⁽⁹⁾	1,180,136	I	See Footnotes⁽¹⁾⁽²⁾
Cash-settled Swaps	$3.5105⁽⁸⁾	02/01/2024		P/K		205,483		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	205,483	⁽⁷⁾	205,483	D⁽²⁾⁽³⁾
Cash-settled Swaps	$3.5105⁽⁸⁾	02/01/2024		P/K		15,867		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	15,867	⁽⁷⁾	15,867	I	See Footnotes⁽¹⁾⁽²⁾
Cash-settled Swaps	$3.5872⁽⁸⁾	02/02/2024		P/K		144,517		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	144,517	⁽⁷⁾	144,517	D⁽²⁾⁽³⁾
Cash-settled Swaps	$3.5872⁽⁸⁾	02/02/2024		P/K		11,159		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	11,159	⁽⁷⁾	11,159	I	See Footnotes⁽¹⁾⁽²⁾
Cash-settled Swaps	$3.9913⁽⁸⁾	02/07/2024		P/K		107,590		⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁶⁾	Common Shares	107,590	⁽⁷⁾	107,590	D⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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

10001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are directly owned by certain private investment vehicles and sub-advised accounts managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles and sub-advised accounts managed by Redmile, the "Redmile Clients"). Redmile may be deemed to beneficially own the reported securities as investment manager of the Redmile Clients.

2. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (collectively with RedCo II, the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of its and his respective 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. These securities are directly owned by RedCo II.

4. Certain Redmile Clients, including RedCo II, are parties to swap agreements with counterparties that provide those Redmile Clients with economic exposure to notional shares of the Issuer. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer.

5. (cont'd) Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements.

6. The Reporting Persons have the right to terminate and close out each swap at any time.

7. Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Redmile Clients in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Clients will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.

8. Represents the reference price associated with the swap agreements.

9. Reflects the partial settlement of an equity swap agreement entered into by and between a Redmile Client and a securities broker on December 16, 2023.

Remarks:

The Reporting Persons have notified the Issuer regarding prompt payment of short swing profits resulting from the reported transactions calculated in accordance with Section 16(b) of the Exchange Act.

	By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC	02/09/2024
	/s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P.	02/09/2024
	/s/ Jeremy Green	02/09/2024
	** 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).
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