| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
ADC Therapeutics SA [ ADCT ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/31/2026 | S | 196,229 | D | $3.752(3) | 15,470,502 | I | See Footnote(1) | ||
| Common Stock | 03/31/2026 | S | 188,407 | D | $3.752(3) | 12,957,305 | D(2) | |||
| Common Stock | 04/01/2026 | S | 169,265 | D | $3.799(4) | 15,301,237 | I | See Footnote(1) | ||
| Common Stock | 04/01/2026 | S | 162,517 | D | $3.799(4) | 12,794,788 | D(2) | |||
| Common Stock | 04/02/2026 | S | 2,634,506 | D | $3.279(5) | 12,666,731 | I | See Footnote(1) | ||
| Common Stock | 04/02/2026 | S | 2,529,491 | D | $3.279(5) | 10,265,297 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are directly owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including RedCo II Master Fund, L.P., and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, 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 (the "Exchange Act"), or for any other purpose. |
| 2. These securities are directly owned by RedCo II Master Fund, L.P. |
| 3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.63 to $3.81, inclusive. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.70 to $3.83, inclusive. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.77, inclusive. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| Remarks: |
| The sales reported herein were effected within a period of less than six months from the purchases of pre-funded warrants to purchase the Issuers' Common Stock reported in the Form 4 filed by the Reporting Persons on October 28, 2025. However, the sales reported herein were effected at a price lower than the previous purchases that were reported in the Form 4 filed on October 28, 2025, such that no profits have been earned by the Reporting Persons, and so the Reporting Persons have no additional liability under Section 16(b). |
| By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC | 04/02/2026 | |
| /s/ Jeremy Green, Managing Member of RedCo II (GP), LLC, the General Partner of RedCo II Master Fund, L.P. | 04/02/2026 | |
| /s/ Jeremy Green | 04/02/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||