| Item 1. | |
| (a) | Name of issuer:
ADC Therapeutics SA |
| (b) | Address of issuer's principal executive offices:
Biopole Route de la Corniche 3B Epalinges, Switzerland 1066 |
| Item 2. | |
| (a) | Name of person filing:
Redmile Group, LLC
Jeremy C. Green
RedCo II Offshore SPV LLC
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 Offshore SPV LLC
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
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 Offshore SPV LLC: Cayman Islands
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 - 12,717,487 (1)
Jeremy C. Green - 12,717,487 (1)
RedCo II Offshore SPV LLC - 7,780,431 (2)
RedCo II Master Fund, L.P. - 0 |
| (b) | Percent of class:
Redmile Group, LLC - 9.9% (3)
Jeremy C. Green - 9.9% (3)
RedCo II Offshore SPV LLC - 6.1% (4)
RedCo II Master Fund, L.P. - 0.0% |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Offshore SPV LLC - 0
RedCo II Master Fund, L.P. - 0
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| | (ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 12,717,487 (1)
Jeremy C. Green - 12,717,487 (1)
RedCo II Offshore SPV LLC - 7,780,431 (2)
RedCo II Master Fund, L.P. - 0
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| | (iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
RedCo II Offshore SPV LLC - 0
RedCo II Master Fund, L.P. - 0
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| | (iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 12,717,487 (1)
Jeremy C. Green - 12,717,487 (1)
RedCo II Offshore SPV LLC - 7,780,431 (2)
RedCo II Master Fund, L.P. - 0
(1) As of April 20, 2026, Redmile Group, LLC's and Jeremy Green's beneficial ownership of the Issuer's Common Shares, par value CHF 0.08 per share (the "Common Stock"), is comprised of 12,604,885 shares of Common Stock owned by certain investment vehicles, including RedCo II Offshore SPV LLC ("RedCo II SPV"), for which Redmile Group, LLC ("Redmile") is the investment manager/adviser (the "Redmile Funds"). Subject to the Beneficial Ownership Blocker (as defined below), Redmile and Mr. Green may also be deemed to beneficially own 27,743,685 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants to purchase Common Stock (the "Warrants") held by the Redmile Funds, including RedCo II SPV.
Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of the Warrants, and a holder of any Warrants does not have the right to exercise the Warrant held by such holder, to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates), would beneficially own in excess of 9.99% (the "Beneficial Ownership Limitation") of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issued upon exercise of the Warrant (the "Beneficial Ownership Blocker"). The Beneficial Ownership Limitation may be changed at a holder's election upon 61 days' notice to the Issuer. The 12,717,487 shares of Common Stock reported as beneficially owned by Redmile in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below) and includes 112,602 shares of Common Stock issuable under the Beneficial Ownership Blocker. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such shares, if any.
(2) On April 20, 2026, in connection with an internal reorganization of RedCo II Master Fund, L.P. ("RedCo II Master"), a private investment vehicle managed by Redmile, Redco II Master contributed all of its securities of the Issuer pro rata and in kind, for no consideration, to its two wholly-owned subsidiaries (collectively, the "SPVs"), including RedCo II SPV. As a result of the internal reorganization, (i) RedCo II Master ceased to have voting or dispositive power over any of the Issuer's securities and, therefore, is no longer a beneficial owner of more than 5% of the Issuer's Common Stock and will be dissolved, and (ii) RedCo II SPV became a beneficial owner of more than 5% of the Common Stock. The 7,780,431 shares of Common Stock reported as beneficially owned by RedCo II SPV includes 7,667,829 shares of Common Stock and 112,602 shares of Common Stock issuable upon exercise of the Warrants under the Beneficial Ownership Blocker. Accordingly, this Schedule 13G serves as an exit filing for RedCo II Master and as an initial filing for RedCo II SPV. The internal reorganization resulted in no change in the aggregate beneficial ownership of Redmile or Mr. Green.
(3) Percentage for Redmile and Jeremy Green based on (i) 127,189,572 shares of Common Stock outstanding as of April 16, 2026, as reported by the Issuer in its Proxy Statement plus (ii) 112,602 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by the Redmile Funds, including RedCo II SPV, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued to the Redmile Funds upon exercise of the Warrants.
(4) Percentage for RedCo II SPV based on (i) 127,189,572 shares of Common Stock outstanding as of April 16, 2026, as reported by the Issuer in its Proxy Statement plus (ii) 112,602 shares of Common Stock issuable upon exercise of certain of the Warrants held directly by RedCo II SPV, which due to the Beneficial Ownership Limitation (as defined in Item 4) is the maximum number of shares that could be issued to RedCo II SPV upon exercise of the Warrants.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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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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