Sec Form 4 Filing - Redmile Group, LLC @ ADC Therapeutics SA - 2024-12-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Redmile Group, LLC 2. Issuer Name and Ticker or Trading Symbol ADC Therapeutics SA [ ADCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING D, SUITE D3-300 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2024 (Street) SAN FRANCISCO, CA94129 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares, par value CHF 0.08 per share 12/04/2024 S( 1 ) 25,352 D $ 2.07 15,566,731 ( 2 ) I See Footnotes ( 3 ) ( 4 ) Common Shares, par value CHF 0.08 per share 12/04/2024 J( 1 ) 50,672 D $ 2.07 15,516,059 I See Footnotes ( 3 ) ( 4 ) Common Shares, par value CHF 0.08 per share 12/04/2024 J( 1 ) 50,672 A $ 2.07 15,566,731 I See Footnotes ( 3 ) ( 4 ) Common Shares, par value CHF 0.08 per share 12/04/2024 J( 1 ) 50,672 A $ 2.07 13,045,712 D ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Pre-Funded Warrants ( 6 ) 12/04/2024 J( 1 ) 26,656 05/08/2024 ( 7 ) Common Shares 26,656 $ 2.07 ( 1 ) 8,136,609 I See Footnotes ( 3 ) ( 4 ) Pre-Funded Warrants ( 6 ) 12/04/2024 J( 1 ) 26,656 05/08/2024 ( 7 ) Common Shares 26,656 $ 2.07 ( 1 ) 8,163,265 I See Footnotes ( 3 ) ( 4 ) Pre-Funded Warrants ( 6 ) 12/04/2024 J( 1 ) 26,656 05/08/2024 ( 7 ) Common Shares 26,656 $ 2.07 ( 1 ) 6,133,837 D ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO, CA94129 X Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK, NY10001 X RedCo II Master Fund, L.P. C/O REDMILE GROUP, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO, CA94129 X Signatures By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 12/06/2024 Signature of Reporting Person Date /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P. 12/06/2024 Signature of Reporting Person Date /s/ Jeremy Green 12/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 4, 2024, certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P. ("RedCo II" and collectively with the other private investment vehicles managed by Redmile, the "Redmile Clients"), engaged in cross trades with respect to 50,672 Common Shares and 26,656 pre-funded warrants to purchase Common Shares (the "Pre-Funded Warrants"). A Redmile Client also sold an additional 25,352 Common Shares concurrently with the cross trades at the same price. The reported transactions occurred simultaneously, at which time the price per share of the Common Shares was $2.07 (or $1.98 for the Pre-Funded Warrants, which excludes the exercise price, see footnote 6 below), and therefore the reported transactions resulted in no profit to Redmile or Jeremy Green and the cross trades resulted in no change in either of their aggregate beneficial ownership. ( 2 )Since the last Form 4 filing by Redmile and Mr. Green, Redmile has ceased serving as the investment adviser to a sub-advised account that held 77,134 shares of the Issuer's Common Shares (such shares, the "Account Shares") and therefore no longer has voting or dispositive power with respect to such shares. Accordingly, the amount of shares beneficially owned by Redmile and Mr. Green as disclosed herein does not include the Account Shares and each of Redmile and Mr. Green disclaims beneficial ownership of the Account Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )These reported securities are directly owned by the Redmile Clients. ( 4 )Redmile may be deemed to beneficially own the reported securities as the investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (collectively with RedCo II, the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 5 )These securities are directly owned by RedCo II and this transaction is a repetition of the same transaction disclosed in the row immediately above to disclose this fund's direct ownership. ( 6 )The exercise price of the Pre-Funded Warrants is CHF 0.08 per Pre-Funded Warrant Share. Based on the December 4, 2024 exchange rate of $1.13 USD to CHF 1.00, the exercise price of the Pre-Funded Warrants in US Dollars as of December 4, 2024 is approximately $0.09. ( 7 )The Pre-Funded Warrants are exercisable by the holder at any time after their original issuance until the tenth anniversary of their original issuance, subject to a 9.99% beneficial ownership blocker. At any time during the last 90 days of the term of the Pre-Funded Warrants, the holder thereof may exchange a Pre Funded Warrant with the Issuer for a new Pre-Funded Warrant to purchase the number of Pre-Funded Warrant Shares then remaining under such Pre-Funded Warrant, with a subsequent ten-year exercise period.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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