UNITED STATES

SECURITIES& EXCHANGE COMMISSION
Washington, D.C. 20549  

SCHEDULE 13D

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 05105P 107

(1) The source of funds was working capital of the Redmile Funds (as defined in footnote (2) below).

(2) The aggregate amount of shares of common stock, $0.0001 par value per share, of the Issuer (the “Common Stock”) that may be deemed beneficially owned by the Reporting Person are held directly by certain private investment vehicles and separately managed accounts (collectively, the “Redmile Funds”), including Redmile Private Investments II, L.P., RAF, L.P. and RedCo I, L.P. Redmile Group, LLC (“Redmile”) is the investment manager/adviser to each Redmile Fund and, in such capacity, exercises sole voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

(3) Percent of class calculated based on: (a) 37,151,665 shares of Common Stock outstanding as of October 28, 2021, as disclosed in the Issuer’s final prospectus to the Registration Statement on Form S-1 filed with the SEC on October 28, 2021 (the “Prospectus”), plus (b) 1,490,798 shares of Common Stock issuable upon the exercise of warrants held by certain of the Redmile Funds that are currently exercisable.

CUSIP No.: 05105P 107

(1) The source of funds was working capital of the Redmile Funds.

(2) The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Person are held directly by the Redmile Funds, including Redmile Private Investments II, L.P., RAF, L.P. and RedCo I, L.P. Redmile is the investment manager/adviser to each Redmile Fund and, in such capacity, exercises sole voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

(3) Percent of class calculated based on: (a) 37,151,665 shares of Common Stock outstanding as of October 28, 2021, as disclosed in the Prospectus plus (b) 1,490,798 shares of Common Stock issuable upon the exercise of warrants held by certain of the Redmile Funds that are currently exercisable.

CUSIP No.: 05105P 107

(1) The source of funds was working capital of the Reporting Person.

(2) The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Person is comprised of 6,218,238 shares of Common Stock and a warrant to purchase 917,414 shares of Common Stock held by the Reporting Person.

(3) Percent of class calculated based on: (a) 37,151,665 shares of Common Stock outstanding as of October 28, 2021, as disclosed in the Prospectus,plus (b) 917,414 shares of Common Stock issuable upon the exercise of a warrant that is currently exercisable.

CUSIP No.: 05105P 107

(1) The source of funds was working capital of the Reporting Person.

(2) The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Person is comprised of 1,758,749 shares of Common Stock and a warrant to purchase 573,384 shares of Common Stock held by the Reporting Person.

(3) Percent of class calculated based on: (a) 37,151,665 shares of Common Stock outstanding as of October 28, 2021, as disclosed in the Prospectus, plus (c) 573,384 shares of Common Stock issuable upon the exercise of a warrant that is currently exercisable.

CUSIP No.: 05105P 107

(1) The source of funds was working capital of the Reporting Person.

(2) Percent of class calculated based on 37,151,665 shares of Common Stock outstanding as of October 28, 2021, as disclosed in the Prospectus.

This amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the SEC on October 15, 2020, as previously amended and supplemented by the amendment No. 1 to the Schedule 13D filed with the SEC on March 1, 2021 (together, the “Prior Schedule 13D”), by Redmile Group, LLC (“Redmile”), Jeremy C. Green, Redmile Private Investments II, L.P., RAF, L.P. and RedCo I, L.P. (collectively, the “Reporting Persons”), relating to the Common Stock of Augmedix, Inc., a Delaware corporation (the “Issuer”).

Item 3 of the Prior Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately after the last paragraph of Item 3:

In an underwritten public offering (the “Offering”) on October 28, 2021, Augmedix sold an aggregate of 10 million shares of its Common Stock at a public offering price of $4.00 per share and granted to the underwriters an option to purchase up to an additional 1,500,000 shares of Common Stock at the public offering price less the underwriting discounts and commissions. Redmile Private Investments II, L.P. purchased an aggregate of 1,625,000 shares of Common Stock in the Offering at the public offering price. The source of funds was working capital of Redmile Private Investments II, L.P.

Item 5 of the Prior Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate amount of shares of Common Stock that may be deemed beneficially owned by the Reporting Persons is comprised of the following: (i) 521,140 shares of Common Stock held by Redmile Capital Fund, L.P., (ii) 687,397 shares of Common Stock held by Redmile Capital Offshore II Master Fund, Ltd., (iii) 161,889 shares of Common Stock held by Redmile Capital Offshore Master Fund, Ltd., (iv) 32,914 shares of Common Stock held by Redmile Strategic Master Fund, LP, (v) 6,218,238 shares of Common Stock and a warrant to purchase 917,414 shares of Common Stock held by Redmile Private Investments II, L.P., (vi) 1,758,749 shares of Common Stock and a warrant to purchase 573,384 shares of Common Stock held by RAF, L.P., and (vii) 5,000,000 shares of Common Stock held by RedCo I, L.P. Redmile is the investment manager/adviser to each of the private investment vehicles and separately managed accounts listed in items (i) through (vii) (collectively, the “Redmile Funds”) and, in such capacity, exercises sole voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile, Mr. Green and each Redmile Fund each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

For purposes of this Schedule 13D, the percent of class was calculated based on: (a) 37,151,665 shares of Common Stock outstanding as of October 28, 2021, as disclosed in the Issuer’s prospectus to the Registration Statement on Form S-1 filed with the SEC on October 28, 2021 (the “Prospectus”) plus (b) 1,490,798 shares of Common Stock issuable upon the exercise of warrants held by certain of the Redmile Funds that are currently exercisable.

(b) Redmile Group, LLC:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 15,871,125

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 15,871,125

Jeremy C. Green:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 15,871,125

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 15,871,125

Redmile Private Investments II, L.P.:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 7,135,652

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 7,135,652

RAF, L.P.:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 2,332,133

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 2,332,133

RedCo I, L.P.:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 5,000,000

(3) Sole Dispositive Power: 0

(4) Shared Dispositive Power: 5,000,000

(c) The information in Item 6 below is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately prior to the last paragraph of Item 6:

New Lock-Up Agreements

On October 25, 2021, the Redmile Funds and Gerard van Hamel Platerink entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which each of the Redmile Funds and Mr. van Hamel Platerink agreed, subject to certain exceptions, not to sell, transfer or otherwise dispose of or hedge any shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) held by each of them during the period commencing upon the date of the lock-up agreements until the date that is 90 days after the date of the Prospectus, except with the prior written consent of the representatives.

The foregoing summary of the Lock-Up Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is filed as Exhibit 99.5 and Exhibit 99.6 to this Schedule 13D and is incorporated herein by reference.

* Previously filed in the Prior Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.