| Item 1. | |
| (a) | Name of issuer:
Annexon, Inc. |
| (b) | Address of issuer's principal executive offices:
1400 Sierra Point Parkway, Bldg C, Suite 200, Brisbane, CA 94005 |
| Item 2. | |
| (a) | Name of person filing:
Redmile Group, LLC
Jeremy C. Green
RedCo II Offshore SPV LLC *
* This amendment No. 6 reports the addition of RedCo II Offshore SPV LLC as a reporting person in this jointly filed Schedule 13G following its initial acquisition of more than 5% of the Issuer's outstanding common stock as of July 1, 2026. |
| (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 |
| (c) | Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
RedCo II Offshore SPV LLC: Cayman Islands |
| (d) | Title of class of securities:
Common Stock, par value $0.001 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 - 17,918,459 (1)
Jeremy C. Green - 17,918,459 (1)
RedCo II Offshore SPV LLC - 9,802,458 (2) |
| (b) | Percent of class:
Redmile Group, LLC - 9.9%
Jeremy C. Green - 9.9%
RedCo II Offshore SPV LLC - 5.5% |
| (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
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| | (ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 17,918,459 (1)
Jeremy C. Green - 17,918,459 (1)
RedCo II Offshore SPV LLC - 9,802,458 (2)
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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
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| | (iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 17,918,459 (1)
Jeremy C. Green - 17,918,459 (1)
RedCo II Offshore SPV LLC - 9,802,458 (2)
(1) As of July 8, 2026, Redmile's and Jeremy C. Green's beneficial ownership of the Issuer's Common Stock is comprised of (i) 14,548,896 shares of Common Stock and (ii) 3,369,563 shares of Common Stock issuable upon exercise of certain pre-funded warrants to purchase Common Stock (the "Warrants").
The shares of Common Stock issuable upon exercise of the Warrants reported as beneficially owned by the Reporting Persons represent the maximum number of shares of Common Stock that could be issued upon exercise of those Warrants subject to the 9.99% beneficial ownership limitation (the "Beneficial Ownership Limitation"). All of such shares of Common Stock and the Warrants are directly owned by certain investment vehicles, including RedCo II Offshore SPV LLC ("RedCo II Offshore"), for which Redmile is the investment manager (the "Redmile Funds"). Redmile may be deemed to beneficially own these securities in its capacity as their investment manager with discretion to vote and dispose of all shares of Common Stock held by the Redmile Funds. Mr. Green also may be deemed to beneficially own these securities as the principal of Redmile. Redmile and Mr. Green each disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such securities, if any.
(2) As of July 8, 2026, RedCo II Offshore may be deemed to beneficially own (i) 6,432,895 shares of Common Stock, and (ii) 3,369,563 shares of Common Stock issuable upon exercise of the Warrants directly held by RedCo II Offshore.
The shares of Common Stock issuable upon exercise of the Warrants reported as beneficially owned by RedCo II Offshore represent the maximum number of shares of Common Stock that could be issued to RedCo II Offshore upon exercise of those Warrants subject to the Beneficial Ownership Limitation.
Percentage based on: (i) 163,842,538 shares of Common Stock outstanding as of May 4, 2026, as reported by the Issuer in its Form 10-Q for the quarterly period ended March 31, 2026 filed with the SEC on May 7, 2026; plus (ii) 15,521,422 shares of Common Stock issued and, under the Beneficial Ownership Limitation, issuable upon exercise of the Warrants directly held by the Redmile Funds (including RedCo II Offshore).
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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)