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