RAIN Rain Oncology Inc

(1) Excludes 1,900,815 Shares (as defined below) underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation (as defined below).

(1) Excludes 1,900,815 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 1,390,756 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 1,390,756 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 286,691 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 286,691 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 3,291,571 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 3,578,262 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 3,578,262 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

(1) Excludes 3,578,262 Shares underlying the non-voting common stock, which may not be converted due to the Beneficial Ownership Limitation.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.

The aggregate purchase price of the Shares beneficially owned by BVF is approximately $19,340,759, including brokerage commissions. The aggregate purchase price of the Shares beneficially owned by BVF2 is approximately $14,085,930, including brokerage commissions. The aggregate purchase price of the Shares beneficially owned by Trading Fund OS is approximately $2,255,487, including brokerage commissions. The aggregate purchase price of the Shares beneficially owned by the Partners Managed Accounts is approximately $1,639,873, including brokerage commissions.

The aggregate purchase price of the non-voting common stock directly owned by BVF is approximately $10,876,185, including brokerage commissions. The aggregate purchase price of the non-voting common stock directly owned by BVF2 is approximately $7,939,807, including brokerage commissions. The aggregate purchase price of the non-voting common stock directly owned by Trading Fund OS is approximately $1,641,127, including brokerage commissions.

Pursuant to a certain agreement entered into between Partners and Dr. Hrustanovic, Dr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of any Shares issuable upon exercise of options to Partners. As of the date hereof, Dr. Hrustanovic does not beneficially own any options or Shares.

Item 5 is hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based on 18,755,190 Shares outstanding as of May 20, 2021 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 25, 2021.

As of the date hereof, BVF beneficially owns, subject to the limitation described below, 1,900,815 shares of non-voting common stock and 1,259,873 Shares. As of the close of business on July 6, 2021, the Beneficial Ownership Limitation limits the aggregate conversion of the non-voting common stock by BVF to 0 out of the 1,900,815 Shares underlying the non-voting common stock, resulting in percentage ownership of approximately 6.7%.

As of the date hereof, BVF2 beneficially owns, subject to the limitation described below, 1,390,756 shares of non-voting common stock and 917,803 Shares. As of the close of business on July 6, 2021, the Beneficial Ownership Limitation limits the aggregate conversion of the non-voting common stock by BVF2 to 0 out of the 1,390,756 Shares underlying the non-voting common stock, resulting in percentage ownership of approximately 4.9%.

As of the date hereof, Trading Fund OS beneficially owns, subject to the limitation described below, 286,691 shares of non-voting common stock and 149,480 Shares. As of the close of business on July 6, 2021, the Beneficial Ownership Limitation limits the aggregate conversion of the non-voting common stock by Trading Fund OS to 0 out of the 286,691 Shares underlying the non-voting common stock, resulting in percentage ownership of less than 1%.

As of the date hereof, the Partners Managed Accounts beneficially own 213,316 Shares. As of the close of business on July 6, 2021, the Partners Managed Accounts held percentage ownership of less than 1%.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,259,873 Shares beneficially owned by BVF, representing percentage ownership of approximately 6.7% of the Shares outstanding.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 917,803 Shares beneficially owned by BVF2, representing percentage ownership of approximately 4.9% of the Shares outstanding.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 149,480 Shares beneficially owned by Trading Fund OS, representing percentage ownership of less than 1% of the Shares outstanding.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,177,676 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 11.6% of the Shares outstanding.

Partners, as the investment manager of BVF, BVF2, Trading Fund OS and the Partners Managed Accounts and the sole member of Partners OS, may be deemed to beneficially own the 2,545,253 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and held in the Partners Managed Accounts, representing percentage ownership of approximately 13.6% of the Shares outstanding.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,545,253 Shares beneficially owned by Partners, representing percentage ownership of approximately 13.6% of the Shares outstanding.

Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 2,545,253 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 13.6% of the Shares outstanding.

As of the date hereof, Dr. Hrustanovic does not beneficially own any Shares.

(b)       Each of BVF, BVF2 and Trading Fund OS shares with Partners voting and dispositive power over the Shares each such entity beneficially owns. BVF shares with BVF GP voting and dispositive power over the Shares beneficially owned by BVF. BVF2 shares with BVF2 GP voting and dispositive power over the Shares beneficially owned by BVF2. Each of BVF GP and BVF2 GP shares with BVF GPH voting and dispositive power over the Shares each such entity beneficially owns. Trading Fund OS shares with Partners OS voting and dispositive power over the Shares beneficially owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 2,545,253 Shares they may be deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP, Trading Fund OS, Partners OS, BVF GPH and the Partners Managed Accounts.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)       Not applicable.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 6, 2021

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

BIOTECHNOLOGY VALUE FUND, L.P.

BIOTECHNOLOGY VALUE FUND II, L.P.

BIOTECHNOLOGY VALUE TRADING FUND OS LP

BVF Partners L.P.

(Through the BVF Partners L.P. Managed Account)