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^*

TANG KEVIN C

(Last)

(First)

(Middle)

4747 EXECUTIVE DRIVE, SUITE 210

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rain Oncology Inc. [ RAIN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Common Stock	05/30/2023		P		347,932	A	$1.05⁽¹⁾	3,000,000	I	By LP⁽²⁾
Common Stock	05/30/2023		P		200,000	A	$1⁽³⁾	3,200,000	I	By LP⁽²⁾
Common Stock	05/30/2023		P		32,890	A	$1.06⁽⁴⁾	3,232,890	I	By LP⁽²⁾
Common Stock	05/30/2023		P		2,016	A	$1.08⁽⁵⁾	3,234,906	I	By LP⁽²⁾
Common Stock	05/30/2023		P		5,930	A	$1.06⁽⁶⁾	3,240,836	I	By LP⁽²⁾
Common Stock	05/31/2023		P		161,180	A	$1.08⁽⁷⁾	3,402,016	I	By LP⁽²⁾
Common Stock	05/31/2023		P		5,000	A	$1.1⁽⁸⁾	3,407,016	I	By LP⁽²⁾
Common Stock	06/01/2023		P		92,984	A	$1.09⁽⁹⁾	3,500,000	I	By LP⁽²⁾
Common Stock	06/01/2023		P		240,341	A	$1.12⁽¹⁰⁾	3,740,341	I	By LP⁽²⁾

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)

1. Name and Address of Reporting Person^*

TANG KEVIN C

(Last)

(First)

(Middle)

4747 EXECUTIVE DRIVE, SUITE 210

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TANG CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

4747 EXECUTIVE DRIVE

SUITE 210

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TANG CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

4747 EXECUTIVE DRIVE

SUITE 210

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

Explanation of Responses:

1. The prices reported are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $0.96 to $1.15. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC staff, upon request, all information regarding the number of shares purchased at each price within the ranges set forth in Footnote 1, and Footnotes 3 through 10 herein.

2. The shares are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which is the general partner of TCP. Mr. Tang has a pecuniary interest in the shares beneficially held by TCP.

3. These shares were purchased in multiple transactions ranging from $0.96 to $1.03.

4. These shares were purchased in multiple transactions ranging from $1.05 to $1.08.

5. These shares were purchased in multiple transactions ranging from $1.075 to $1.08.

6. These shares were purchased in multiple transactions ranging from $1.02 to $1.08.

7. These shares were purchased in multiple transactions ranging from $1.04 to $1.10.

8. These shares were purchased in one transaction at $1.10.

9. These shares were purchased in multiple transactions ranging from $1.04 to $1.11.

10. These shares were purchased in multiple transactions ranging from $1.10 to $1.12.

Remarks:

	Kevin Tang	06/01/2023
	Kevin Tang, Manager	06/01/2023
	Kevin Tang, Manager of Tang Capital Management, LLC, General Partner	06/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Tang Kevin C