If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of
§§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
NOTE: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies
are to be sent.
* 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 on the remainder of
this cover page shall not be deemed to be “filed” for 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.: 808644108
1. |
NAME
OF REPORTING PERSON |
|
Redmile
Group, LLC |
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a)
¨ |
|
(b)
¨ |
3. |
SEC USE
ONLY |
|
|
4. |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
OO |
5. |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
19,808,234
(1) |
9. |
SOLE DISPOSITIVE POWER |
|
0 |
10. |
SHARED DISPOSITIVE POWER |
|
19,808,234
(1) |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
19,808,234
(1) |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
17.1%
(2) |
14. |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
|
IA,
OO |
(1) The Reporting Person may be deemed
to beneficially own 19,808,234 shares of the common stock, $0.0001 par value per share (the “Common Stock”), of Science
37 Holdings, Inc., a Delaware corporation (the “Issuer”), held by certain private investment vehicles managed by Redmile
Group, LLC (the “Redmile Funds”). Redmile Group, LLC (“Redmile”) is the investment manager/adviser
to each of the Redmile Funds and, in such capacity, exercises sole voting and investment power over all of the shares held by the Redmile
Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also
may be deemed to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these
shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) Percent of class calculated based on 115,881,097
shares of Common Stock outstanding as of May 6, 2022, as disclosed in the Issuer’s Supplement No. 4 to the Prospectus dated April
20, 2022 as filed with the SEC on May 19, 2022 (the “Prospectus Supplement”).
CUSIP No.: 808644108
1. |
NAME
OF REPORTING PERSON |
|
Jeremy
C. Green |
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a)
¨ |
|
(b)
¨ |
3. |
SEC USE
ONLY |
|
|
4. |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
OO
|
5. |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
United
Kingdom |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
19,808,234
(1) |
9. |
SOLE DISPOSITIVE POWER |
|
0 |
10. |
SHARED DISPOSITIVE POWER |
|
19,808,234
(1) |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
19,808,234
(1) |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
17.1%
(2) |
14. |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
|
IN,
HC |
(1) The Reporting Person may be deemed to
beneficially own 19,808,234 shares of Common Stock held by the Redmile Funds. Redmile is the investment manager/adviser to each of the
Redmile Funds and, in such capacity, exercises sole voting and investment power over all of the shares held by the Redmile Funds and
may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed
to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except
to the extent of its or his pecuniary interest in such shares, if any.
(2) Percent of class calculated based on 115,881,097
shares of Common Stock outstanding as of May 6, 2022, as disclosed in the Prospectus Supplement.
CUSIP No.: 808644108
1. |
NAME
OF REPORTING PERSON |
|
Redmile
Private Investments II, L.P. |
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a)
¨ |
|
(b)
¨ |
3. |
SEC USE
ONLY |
|
|
4. |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
WC |
5. |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
7,252,571 |
9. |
SOLE DISPOSITIVE POWER |
|
0 |
10. |
SHARED DISPOSITIVE POWER |
|
7,252,571 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
7,252,571
|
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
6.3%
(1) |
14. |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
|
PN |
(1) Percent of class calculated based on 115,881,097
shares of Common Stock outstanding as of May 6, 2022, as disclosed in the Prospectus Supplement.
CUSIP No.: 808644108
1. |
NAME
OF REPORTING PERSON |
|
RedCo II Master Fund, L.P. |
2. |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
(a)
¨ |
|
(b)
¨ |
3. |
SEC USE
ONLY |
|
|
4. |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
WC |
5. |
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
¨ |
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Cayman Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7. |
SOLE
VOTING POWER |
|
0 |
8. |
SHARED VOTING POWER |
|
11,472,228 |
9. |
SOLE DISPOSITIVE POWER |
|
0 |
10. |
SHARED DISPOSITIVE POWER |
|
11,472,228 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
11,472,228 |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
9.9%
(1) |
14. |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
|
PN |
(1) Percent of class calculated based on 115,881,097
shares of Common Stock outstanding as of May 6, 2022, as disclosed in the Prospectus Supplement.
This amendment No. 1 to Schedule 13D (this “Amendment”)
amends and supplements the Schedule 13D filed with the SEC on October 18, 2021 (the “Prior Schedule 13D”), by Redmile
Group, LLC, Jeremy C. Green, and Redmile Private Investments II, L.P., relating to the Common Stock of Science 37 Holdings, Inc., a Delaware
corporation (the “Issuer”).
| ITEM 2. | Identity
and Background. |
Item 2 of the Prior Schedule 13D is hereby amended
and restated in its entirety as follows:
(a), (b), (c) and (f). This Schedule 13D is being
filed jointly by Redmile Group, LLC, a Delaware limited liability company (“Redmile”), Jeremy C. Green, a citizen
of the United Kingdom, Redmile Private Investments II, L.P., a Delaware limited partnership (“RPI II”), and Redco
II Master Fund, L.P., a Cayman Islands limited partnership (“RedCo II” and collectively with RPI II, Redmile and Mr.
Green, the “Reporting Persons”), pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), as separate persons and not as members of a group. See Exhibit 99.1 to this
Schedule 13D for their Joint Filing Agreement.
Redmile Group, LLC
Redmile Group, LLC is a Delaware limited liability
company whose principal business is to serve as investment manager/adviser to certain private investment funds and separately managed
accounts, including the Redmile Funds. The business address of Redmile is One Letterman Drive, Bldg D, Ste D3-300, San Francisco, CA
94129. Information relating to the managing member of Redmile is set forth below.
Jeremy C. Green
The principal occupation of Jeremy C. Green
is managing member of Redmile Group, LLC. The business address of Jeremy C. Green is c/o Redmile Group, LLC, One Letterman Drive,
Bldg D, Ste D3-300, San Francisco, CA 94129. Jeremy C. Green is a citizen of the United Kingdom.
Redmile Private Investments II, L.P.
RPI II is a Delaware limited partnership whose
principal business is to operate as a private investment fund. The business address of RPI II is One Letterman Drive, Bldg D, Ste D3-300,
San Francisco, CA 94129. Redmile serves as the investment manager/adviser for RPI II. Information relating to Redmile and the managing
member of Redmile is set forth above.
RedCo II Master Fund, L.P.
RedCo II is a Cayman Islands limited partnership
whose principal business is to operate as a private investment fund. The business address of RedCo II is One Letterman Drive, Bldg D,
Ste D3-300, San Francisco, CA 94129. Redmile serves as the investment manager/adviser for RedCo II. Information relating to Redmile and
the managing member of Redmile is set forth above.
(d) and (e). During the last five years, none
of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as
a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last
five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
| ITEM 3. | Source and Amount of Funds or Other Consideration. |
The following sentence is hereby added after
the last paragraph in Item 3 of the Prior Schedule 13D:
On June 13, 2022, RedCo II completed cross trades
with two other Redmile Funds using its working capital to acquire 6,472,228 shares of the Issuer’s Common Stock at a price of $3.38
per share. The transactions occurred simultaneously at no profit to the participating Redmile Funds and resulted in no change in the
aggregate beneficial ownership of Redmile.
| ITEM 5. | Interest
in Securities of the Issuer. |
Item 5 of the Prior Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) The aggregate amount of shares of Common
Stock that may be deemed beneficially owned by the Reporting Persons is comprised of 19,808,234 shares of Common Stock held by the Redmile
Funds (including (i) 7,252,571 shares of Common Stock held by RPI II, (ii) 467,380 shares of Common Stock held by RAF, L.P., (iii) 616,055
shares of Common Stock held by Redmile Strategic Master Fund, LP, and (v) 11,472,228 shares of Common Stock issued to RedCo II). Redmile
is the investment manager/adviser to each of the Redmile Funds and, in such capacity, exercises sole voting and investment power over
all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the
managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial
ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
For purposes of this Schedule 13D, the percent
of class was calculated based on 115,881,097 shares of Common Stock outstanding as of May 6, 2022, as disclosed in the Prospectus Supplement.
(b) Redmile
Group, LLC:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 19,808,234
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 19,808,234
Jeremy C. Green:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 19,808,234
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 19,808,234
Redmile Private Investments II, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 7,252,571
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 7,252,571
RedCo II Master Fund, L.P.:
(1) Sole Voting Power: 0
(2) Shared Voting Power: 11,472,228
(3) Sole Dispositive Power: 0
(4) Shared Dispositive Power: 11,472,228
(c) The information in Item 3 above relating to the transactions effected
by the Reporting Persons in the Issuer’s Common Stock is incorporated herein by reference. No other transactions have been effected
by the Reporting Persons during the past sixty days.
(d) Not applicable.
(e) Not applicable.
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: June 15, 2022 |
REDMILE GROUP, LLC |
|
|
|
|
|
/s/ Jeremy C. Green |
|
Name: Jeremy C. Green |
|
Title: Managing Member |
|
|
|
|
Dated: June 15, 2022 |
/s/ Jeremy C. Green |
|
JEREMY
C. Green |
|
|
|
|
Dated: June 15, 2022 |
Redmile
Private Investments II, L.P. |
|
By: Redmile
PRIVATE Investments II (GP), LLC, its general partner
By: REDMILE
GROUP, LLC, its managing member
|
|
/s/ Jeremy C. Green |
|
Name: Jeremy C. Green |
|
Title: Managing Member |
|
|
|
|
Dated: June 15, 2022 |
RedCO
II MASTER FUND, L.P. |
|
By: RedCo II
(GP), LLC, its general partner
|
|
/s/ Jeremy C. Green |
|
Name: Jeremy C. Green |
|
Title: Managing Member |