| Item 1. | |
| (a) | Name of issuer:
ADC Therapeutics SA |
| (b) | Address of issuer's principal executive offices:
Biopole, Route de la Corniche 3B, Epalinges, V8 1066 |
| Item 2. | |
| (a) | Name of person filing:
Redmile Group, LLC
Jeremy C. Green
RedCo II Master Fund, L.P. |
| (b) | Address or principal business office or, if none, residence:
Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
RedCo II Master Fund, L.P.
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939 |
| (c) | Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
RedCo II Master Fund, L.P.: Cayman Islands |
| (d) | Title of class of securities:
Common Shares, par value CHF 0.08 per share |
| (e) | CUSIP No.:
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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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Redmile Group, LLC - 12,692,841 (1)
Jeremy C. Green - 12,692,841 (1)
RedCo II Master Fund, L.P. - 10,276,407 (2) |
| (b) | Percent of class:
Redmile Group, LLC - 9.9% (3)
Jeremy C. Green - 9.9% (3)
RedCo II Master Fund, L.P. - 8.1% (3) |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Master Fund, L.P. - 0
|
| | (ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 12,692,841 (1)
Jeremy C. Green - 12,692,841 (1)
RedCo II Master Fund, L.P. - 10,276,407 (2)
|
| | (iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Master Fund, L.P. - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 12,692,841 (1)
Jeremy C. Green - 12,692,841 (1)
RedCo II Master Fund, L.P. - 10,276,407 (2)
(1) As of April 6, 2026, Redmile Group, LLC's and Mr. Green's beneficial ownership of Common Stock is comprised of 12,681,731 shares of Common Stock owned by the Redmile Funds, including RedCo II, and 11,110 shares of Common Stock that could be issued upon exercise of certain warrants held by the Redmile Funds up to the Beneficial Ownership Limitation.
The shares of the Issuer's Common Stock reported herein are held by certain Redmile Funds, including RedCo II, for which Redmile Group, LLC is the investment manager/adviser and, in such capacity, exercises voting and investment power over all of the shares of Common Stock held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the principal of Redmile Group, LLC 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. Subject to the Beneficial Ownership Blocker, Redmile and Mr. Green may be deemed to beneficially own 27,743,685 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrant, and a holder of a Warrant does not have the right to exercise the Warrant held by such holder, to the extent that the Beneficial Ownership Blocker applies. The 12,692,841 shares of Common Stock reported as beneficially owned by Redmile and Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with the footnote below), which includes 12,681,731 shares of Common Stock and 11,110 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker.
(2) As of April 6, 2026, RedCo II's beneficial ownership is comprised of 10,265,297 shares of Common Stock owned directly by RedCo II and 11,110 shares of Common Stock that could be issued upon exercise of certain warrants held by RedCo II up to the Beneficial Ownership Limitation. The shares held by RedCo II are included in the beneficial ownership of Redmile Group, LLC and Mr. Green disclosed above.
Subject to the Beneficial Ownership Blocker, RedCo II may be deemed to beneficially own 22,445,224 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo II. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RedCo II in this Schedule 13G represent the 10,265,297 shares of Common Stock held directly by RedCo II and the 11,110 shares of Common Stock that could be issued to RedCo II upon exercise of certain of the Warrants directly held by RedCo II under the Beneficial Ownership Blocker. Such shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Funds and Mr. Green as principal of Redmile Group, LLC.
(3) Percentage based on (i) 127,044,356 shares of Common Stock outstanding as of March 2, 20265, as reported by the Issuer in the Form 10-K plus (ii) 11,110 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Limitation.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See the response to Item 4. |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)