Amendment: SEC Form SC 13D/A filed by Tango Therapeutics Inc.
Washington, D.C. 20549
(RULE 13D - 101)
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
1
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NAMES OF REPORTING PERSONS
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Boxer Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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6,988,450
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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6,988,450
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,988,450
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Boxer Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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MVA Investors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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108,793
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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108,793
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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108,793
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Aaron I. Davis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
|
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(b)
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☒
|
||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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32,500
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8
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SHARED VOTING POWER
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8,307,435
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9
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SOLE DISPOSITIVE POWER
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32,500
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10
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SHARED DISPOSITIVE POWER
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8,307,435
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,339,935
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
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|
||
Boxer Capital Management, LLC
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|
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|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
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|
||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
||
Delaware
|
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
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0
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|||
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8
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SHARED VOTING POWER
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8,198,642
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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8,198,642
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,198,642
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, IA
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(i)
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Sole power to vote or to direct the vote:
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BCTG Holdings has the sole power to vote or to direct the vote of 6,988,450 shares of Common Stock. Mr. Davis has the sole power to vote or to direct the vote 32,500
shares of Common Stock underlying Issuer options exercisable within 60 days.
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(ii)
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Shared power to vote or to direct the vote:
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BCM and Mr. Davis and have shared power to vote or to direct the vote of 8,198,642 shares of Common Stock. MVA Investors and Mr. Davis have shared power to vote or
direct the vote of 108,793 shares of Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of:
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BCTG Holdings has the sole power to dispose or to direct the disposition of 6,988,450 shares of Common Stock. Mr. Davis has the sole power to dispose or to direct the
disposition of 32,500 shares of Common Stock underlying Issuer options exercisable within 60 days.
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(iv)
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Shared power to dispose or to direct the disposition of:
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BCM and Mr. Davis have shared power to dispose or to direct the disposition of 8,198,642 shares of Common Stock. MVA Investors and Mr.
Davis have shared power to vote or direct the vote of 108,793 shares of Common Stock.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit No.
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Description
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Exhibit 3
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Joint Filing Agreement, dated October 15, 2024, among BCTG Holdings, Boxer Capital, MVA Investors, Mr. Davis and BCM.
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BCTG HOLDINGS, LLC
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By:
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/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Manager
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BOXER CAPITAL, LLC
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By: Boxer Asset Management Inc.
Its: Manager
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By:
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/s/ Paul Higgs |
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Name: |
Paul Higgs |
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Title: |
Director
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MVA INVESTORS, LLC
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By:
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/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Authorized Signatory
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AARON I. DAVIS
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/s/ Aaron I. Davis |
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Aaron I. Davis Individually
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BOXER CAPITAL MANAGEMENT, LLC
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By:
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/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Chief Executive Officer
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BCTG HOLDINGS, LLC
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By:
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/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Manager
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BOXER CAPITAL, LLC
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By: Boxer Asset Management Inc.
Its: Manager
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By:
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/s/ Paul Higgs |
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Name: |
Paul Higgs |
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Title: |
Director
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MVA INVESTORS, LLC
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By:
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/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Authorized Signatory
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AARON I. DAVIS
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/s/ Aaron I. Davis |
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Aaron I. Davis Individually
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BOXER CAPITAL MANAGEMENT, LLC
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By:
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/s/ Aaron I. Davis |
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Name: |
Aaron I. Davis |
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Title: |
Chief Executive Officer
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Name
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Present Principal Occupation or Employment
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Citizenship
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Aaron I. Davis
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Manager
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United States
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Christopher Fuglesang
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Manager
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United States
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Andrew Ellis
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Manager
|
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United States
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Name
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Present Principal Occupation or Employment
|
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Citizenship
|
Boxer Asset Management Inc.
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Manager
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Bahamas
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Name
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Present Principal Occupation or Employment
|
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Citizenship
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Aaron I. Davis
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Manager, Chief Executive Officer
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United States
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Christopher Fuglesang
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Member, President
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United States
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Name
|
Present Principal Occupation or Employment
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Citizenship
|
||
Aaron I. Davis
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Chief Executive Officer; Chief Investment Officer; Manager
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United States
|
||
Christopher Fuglesang
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Senior Managing Director
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United States
|
||
Michael Beauchamp
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Vice President of Finance
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United States
|