0001062993-23-020811.txt : 20231114
0001062993-23-020811.hdr.sgml : 20231114
20231114163243
ACCESSION NUMBER: 0001062993-23-020811
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231114
FILED AS OF DATE: 20231114
DATE AS OF CHANGE: 20231114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDELMAN JOSEPH
CENTRAL INDEX KEY: 0001164426
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41859
FILM NUMBER: 231407102
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41859
FILM NUMBER: 231407105
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 LIFE SCIENCES MASTER FUND LTD
CENTRAL INDEX KEY: 0001249675
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41859
FILM NUMBER: 231407104
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5340
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 Xontogeny Venture Fund II, LP
CENTRAL INDEX KEY: 0001851820
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41859
FILM NUMBER: 231407103
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
4
1
form4.xml
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
X0508
4
2023-11-14
1
0001966494
CARGO Therapeutics, Inc.
CRGX
0001224962
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
0
1
Former 10% Owner
0001249675
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
0
1
Former 10% Owner
0001851820
Perceptive Xontogeny Venture Fund II, LP
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
0
1
Former 10% Owner
0001164426
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
0
1
Former 10% Owner
0
Common Stock
2023-11-14
4
C
0
2579502
A
2579502
I
See Footnotes
Common Stock
2023-11-14
4
P
0
333333
15.00
A
2912835
I
See Footnotes
Common Stock
2023-11-14
4
P
0
333333
15.00
A
333333
I
See Footnotes
Series A-1 Convertible Preferred Stock
2023-11-14
4
C
0
2579502
D
Common Stock
2579502
0
I
See Footnotes
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 securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). The Advisor serves as the investment manager of Master Fund.
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
2023-11-14
/s/ Joseph Edelman, for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
2023-11-14
/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
2023-11-14
/s/ Joseph Edelman
2023-11-14