Amendment: SEC Form SCHEDULE 13G/A filed by Cabaletta Bio Inc.
$CABA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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Cabaletta Bio, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
12674W109 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 12674W109 |
| 1 | Names of Reporting Persons
Nichtberger Steven | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,034,499.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cabaletta Bio, Inc. | |
| (b) | Address of issuer's principal executive offices:
2929 ARCH STREET, SUITE 600, PHILADELPHIA, PENNSYLVANIA, 19104. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of Steven Nichtberger (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
c/o Cabaletta Bio, Inc.
2929 Arch Street, Suite 600
Philadelphia, PA 19104 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
12674W109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of June 30, 2025, the Reporting Person beneficially owned an aggregate of 3,034,499 shares of the Common Stock, par value $0.00001 per share ("Common Stock") of Cabaletta Bio, Inc. (the "Issuer"), representing approximately 3.3% of the outstanding Common Stock, consisting of (a) 986,483 shares of Common Stock held directly by Dr. Nichtberger, representing approximately 1.1% of the outstanding Common Stock, (b) 363,000 shares of Common Stock held directly by the 2017 Nichtberger Family Trust, representing approximately 0.4% of the outstanding Common Stock, and (c) 1,685,016 shares of Common Stock underlying options held directly by Dr. Nichtberger that are exercisable within 60 days of June 30, 2025, representing approximately 1.8% of the outstanding Common Stock. Dr. Nichtberger is a trustee of the 2017 Nichtberger Family Trust. | |
| (b) | Percent of class:
The foregoing percentages were calculated based on (a) 91,451,899 shares of the Issuer's Common Stock outstanding as of June 30, 2025 plus (b) 1,685,016 shares of Common Stock underlying stock options held by Dr. Nichtberger that are exercisable within 60 days of June 30, 2025, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
3,034,499 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,034,499 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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