SC 13D/A 1 p22-2393sc13da.htm GEMINI THERAPEUTICS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Gemini Therapeutics, Inc.

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

36870G105

(CUSIP Number)
 
Robert Atchinson
Adage Capital Partners GP, L.L.C.
200 Clarendon Street, 52nd Floor
Boston, MA 02116

(617) 867-2800

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

October 25, 2022

(Date of Event Which Requires Filing of This Statement)
 

 

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

 

(Page 1 of 9 Pages)

______________________________

* 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 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 the 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. 36870G105SCHEDULE 13DPage 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,500,620

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,500,620

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,500,620

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.09%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 36870G105SCHEDULE 13DPage 3 of 9 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Partners GP, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,500,620

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,500,620

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,500,620

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.09%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 36870G105SCHEDULE 13DPage 4 of 9 Pages

 

1

NAME OF REPORTING PERSON

Adage Capital Advisors, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,500,620

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,500,620

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,500,620

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.09%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 36870G105SCHEDULE 13DPage 5 of 9 Pages

 

1

NAME OF REPORTING PERSON

Robert Atchinson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,500,620

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,500,620

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,500,620

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.09%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

CUSIP No. 36870G105SCHEDULE 13DPage 6 of 9 Pages

 

1

NAME OF REPORTING PERSON

Phillip Gross

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,500,620

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,500,620

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,500,620

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.09%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 36870G105SCHEDULE 13DPage 7 of 9 Pages

 

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 11, 2022 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D"). This Amendment No. 1 amends Items 3 and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
  Item 3 of the Schedule 13D is hereby amended and restated as follows:
   
  Funds for the purchase of the 3,500,620 shares of Common Stock to which this Schedule 13D relates were derived from working capital of ACP made in the ordinary course of business. A total of $11,751,110 was paid to acquire the 3,500,620 shares of Common Stock reported herein.  ACPGP, ACA and Messrs. Atchinson or Gross control the investing and trading in securities of ACP. None of ACPGP, ACA or Messrs. Atchinson or Gross directly hold any shares of Common Stock.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
  Item 5 of the Schedule 13D is hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting Persons.  The percentages used in this Schedule 13D are calculated based upon 43,244,453 shares of Common Stock outstanding on August 5, 2022, as reported in Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 filed with the Securities and Exchange Commission on August 11, 2022.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The transactions in the shares of Common Stock since the filing of the Original Schedule 13D by ACP, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. The other Reporting Persons did not enter into any transactions in the shares of Common Stock since the fling of the Original Schedule 13D.
   
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.
   
(e) Not applicable.

 

 

 

CUSIP No. 36870G105SCHEDULE 13DPage 8 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 27, 2022

 

ADAGE CAPITAL PARTNERS, L.P.  
By:  Adage Capital Partners GP, L.L.C.,  
its general partner  
   
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL PARTNERS GP, L.L.C.  
By:  Adage Capital Advisors, L.L.C.,  
its managing member  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
ADAGE CAPITAL ADVISORS, L.L.C.  
   
/s/ Robert Atchinson  
Name:  Robert Atchinson  
Title: Managing Member  
   
/s/ Robert Atchinson  
ROBERT ATCHINSON, individually  
   
/s/ Phillip Gross  
PHILLIP GROSS, individually  

 

 

CUSIP No. 36870G105SCHEDULE 13DPage 9 of 9 Pages

 

Schedule A

 

This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock which were effectuated by ACP since the filing of the Original Schedule 13D. All transactions were effectuated in the open market through a broker. The price reported in the column Price Per Share ($) is a weighted average price if a price range is indicated in the column Price Range ($). These shares of Common Stock were purchased/sold in multiple transactions at prices between the price ranges below. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold at each separate price.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)* Price Range ($)*
10/13/2022 9,100 1.6600  
10/14/2022 2,500 1.6746 1.66 – 1.68
10/17/2022 4,400 1.6999 1.695 – 1.7
10/18/2022 600 1.7417 1.735 – 1.75
10/25/2022 961,133 2.0000 1.97 – 2
10/26/2022 9,082 2.0000  
10/26/2022 13,805 1.9994 1.985 – 2
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       

*       Excluding commissions.