SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MedAvail Holdings, Inc. [ MDVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Pre-Funded Warrants to Purchase Common Stock⁽¹⁾	$0.001	03/09/2023		A		38,916,562		03/13/2023⁽²⁾	⁽²⁾	Common Stock	38,916,562	$0.3212	38,916,562	I	See Footnote⁽³⁾
Pre-Funded Warrants to Purchase Common Stock⁽¹⁾	$0.001	03/09/2023		A		38,916,562		03/13/2023⁽²⁾	⁽²⁾	Common Stock	38,916,562	$0.3212	38,916,562	D⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Green Jeremy

(Last)

(First)

(Middle)

C/O REDMILE GROUP, LLC (NY OFFICE)

45 W. 27TH STREET, FLOOR 11

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RedCo II Master Fund, L.P.

(Last)

(First)

(Middle)

C/O REDMILE GROUP, LLC

ONE LETTERMAN DRIVE, BLDG D SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Explanation of Responses:

1. On March 13, 2023, RedCo II Master Fund, L.P. ("RedCo II"), a private investment vehicle managed by Redmile Group, LLC ("Redmile"), acquired pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 38,916,562 shares of the Issuer's common stock (the "Pre-Funded Warrant Shares") in a private placement by the Issuer to certain investors in the Issuer (the "Private Placement") pursuant to the terms of a securities purchase agreement, dated as of March 9, 2023 (the "Purchase Agreement"), for a purchase price per share equal to $0.3212.

2. The Pre-Funded Warrants are exercisable by the holder at any time on or after the closing date of the Purchase Agreement until fully exercised at an exercise price of $0.001, subject to a limitation on the right of the Issuer to issue the Pre-Funded Warrant Shares if and the extent that such exercise would violate the rules or regulations of Nasdaq Stock Market LLC. The Pre-Funded Warrants have no expiration date.

3. These securities are directly owned by RedCo II and may be deemed beneficially owned by Redmile as investment manager of RedCo II. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that such Reporting Persons are a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. RedCo II acquired the Pre-Funded Warrants pursuant to the Purchase Agreement.

Remarks:

Rob Faulkner, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC	03/13/2023
	/s/ Jeremy Green	03/13/2023
	By: /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, general partner of RedCo II Master Fund, L.P.	03/13/2023
	** Signature of Reporting Person	Date
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