0001062993-23-020446.txt : 20231109
0001062993-23-020446.hdr.sgml : 20231109
20231109183746
ACCESSION NUMBER: 0001062993-23-020446
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231109
FILED AS OF DATE: 20231109
DATE AS OF CHANGE: 20231109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDELMAN JOSEPH
CENTRAL INDEX KEY: 0001164426
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41859
FILM NUMBER: 231394150
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE ADVISORS LLC
CENTRAL INDEX KEY: 0001224962
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41859
FILM NUMBER: 231394152
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perceptive Xontogeny Venture Fund II, LP
CENTRAL INDEX KEY: 0001851820
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41859
FILM NUMBER: 231394151
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE
STREET 2: 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE
STREET 2: 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CARGO Therapeutics, Inc.
CENTRAL INDEX KEY: 0001966494
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 844080422
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1900 ALAMEDA DE LAS PULGAS SUITE 350
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: 650-379-6143
MAIL ADDRESS:
STREET 1: 1900 ALAMEDA DE LAS PULGAS SUITE 350
CITY: SAN MATEO
STATE: CA
ZIP: 94403
3
1
form3.xml
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
X0206
3
2023-11-09
0
0001966494
CARGO Therapeutics, Inc.
CRGX
0001224962
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001851820
Perceptive Xontogeny Venture Fund II, LP
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001164426
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
Series A-1 Convertible Preferred Stock
Common Stock
2579502
I
See footnote
Each share of the Issuer's Series A-1 convertible preferred stock will automatically convert into shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series A-1 convertible preferred stock has no expiration date.
The securities are directly held by Perceptive Xontogeny Venture Fund II, L.P. ("PXV II"). Perceptive Venture Advisors, LLC (the "Venture Advisor") serves as the investment manager of PXV II and is controlled by Perceptive Advisors LLC (the "Advisor"), and Perceptive Xontogeny Venture II GP, LLC ("PXV GP") is the general partner of PXV II. Mr. Edelman is the managing member of PXV GP and the Advisor. The Venture Advisor, the Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
/s/ Joseph Edelman, for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
2023-11-09
/s/ Joseph Edelman, for Perceptive Xontogeny Venture Fund II, L.P., By: Perceptive Xontogeny Ventures II GP, LLC, its general partner, By: Joseph Edelman, its managing member
2023-11-09
/s/ Joseph Edelman
2023-11-09