| | UNITED STATES | |
| | SECURITIES AND EXCHANGE COMMISSION | |
| | Washington, D.C. 20549 | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rain Oncology Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
75082Q 10 5
(CUSIP Number)
December 31, 2023
(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 |
| |
| | 1. | Names of Reporting Persons
Samsara BioCapital, L.P. |
| |
| | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | | (a) | ¨ |
| | | (b) | ¨ |
| |
| | 3. | SEC Use Only |
| |
| | 4. | Citizenship or Place of Organization
Delaware |
| | | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 5. | Sole Voting Power
0 |
| |
| 6. | Shared Voting Power
0 |
| |
| 7. | Sole Dispositive Power
0 |
| |
| 8. | Shared Dispositive Power
0 |
| |
| | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| |
| | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| | 11. | Percent of Class Represented by Amount in Row (9)
0% |
| |
| | 12. | Type of Reporting Person (See Instructions)
PN |
| | | | | | |
| CUSIP No. 75082Q 10 5 |
| |
| | 1. | Names of Reporting Persons
Samsara BioCapital GP, LLC |
| |
| | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | | (a) | ¨ |
| | | (b) | ¨ |
| |
| | 3. | SEC Use Only |
| |
| | 4. | Citizenship or Place of Organization
Delaware |
| | | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 5. | Sole Voting Power
0 |
| |
| 6. | Shared Voting Power
0 |
| |
| 7. | Sole Dispositive Power
0 |
| |
| 8. | Shared Dispositive Power
0 |
| |
| | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| |
| | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| | 11. | Percent of Class Represented by Amount in Row (9)
0% |
| |
| | 12. | Type of Reporting Person (See Instructions)
OO |
| | | | | | |
| CUSIP No. 75082Q 10 5 |
| |
| | 1. | Names of Reporting Persons
Dr. Srinivas Akkaraju |
| |
| | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | | (a) | ¨ |
| | | (b) | ¨ |
| |
| | 3. | SEC Use Only |
| |
| | 4. | Citizenship or Place of Organization
United States of America |
| | | |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With | 5. | Sole Voting Power
0 |
| |
| 6. | Shared Voting Power
0 |
| |
| 7. | Sole Dispositive Power
0 |
| |
| 8. | Shared Dispositive Power
0 |
| |
| | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| |
| | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| | 11. | Percent of Class Represented by Amount in Row (9)
0% |
| |
| | 12. | Type of Reporting Person (See Instructions)
IN |
| | | | | | |
| Item 1. |
| |
| | (a) | Name of Issuer
Rain Oncology Inc. |
| | (b) | Address of Issuer’s Principal Executive Offices
8000 Jarvis Avenue, Suite 204 Newark, CA 94560 |
| |
| Item 2. |
| |
| | (a) | Name of Person Filing
Samsara BioCapital, L.P. (“Samsara LP”) Samsara BioCapital GP, LLC (“Samsara GP”) Srinivas Akkaraju (“Akkaraju”) |
| | (b) | Address of Principal Business Office or, if none, Residence
c/o Samsara BioCapital, LLC 628 Middlefield Road Palo Alto, CA 94301 |
| | (c) | Citizenship |
| | | Entities: | Samsara LP | - | Delaware |
| | | | Samsara GP | - | Delaware |
| | | Individuals: | Akkaraju | - | United States of America |
| | (d) | Title of Class of Securities
Common Stock, par value $0.001 per share |
| | (e) | CUSIP Number
75082Q 10 5 |
| |
| 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: |
| | |
| | Not applicable. |
| | |
| Item 4. | Ownership |
| | |
| The beneficial ownership information set forth below is provided as of the date of this filing: |
| 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 | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | % |
| Samsara GP | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | % |
| Akkaraju | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | % |
| 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 x. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. |
| |
| 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. |
| |
| Item 8. | Identification and Classification of Members of the Group |
| | |
| Not applicable. |
| |
| Item 9. | Notice of Dissolution of Group |
| | |
| Not applicable. |
| |
| 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, 2024
| Samsara BioCapital, L.P. | Samsara BioCapital GP, LLC |
| | |
| By: | Samsara BioCapital GP, LLC | By: | /s/ Srinivas Akkaraju |
| its | General Partner | | Name: Srinivas Akkaraju |
| | | Title: Managing Member |
| By: | /s/ Srinivas Akkaraju | |
| | Name: Srinivas Akkaraju | |
| | Title: Managing Member | |
| | |
| | /s/ Srinivas Akkaraju | |
| | Srinivas Akkaraju | |
| | ATTENTION | |
| | | |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
