Amendment: SEC Form SCHEDULE 13G/A filed by Neurogene Inc.
$NGNE
Biotechnology: Pharmaceutical Preparations
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. 1)
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Neurogene Inc. (Name of Issuer) |
Common Stock, $0.000001 par value (Title of Class of Securities) |
64135M105 (CUSIP Number) |
12/31/2024 (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. | 64135M105 |
| 1 | Names of Reporting Persons
Casdin Capital, LLC | ||||||||
| 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
DELAWARE
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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
1,295,361.00 | ||||||||
| 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)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 64135M105 |
| 1 | Names of Reporting Persons
Casdin Partners Master Fund, L.P. | ||||||||
| 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
CAYMAN ISLANDS
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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
1,075,000.00 | ||||||||
| 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)
7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 64135M105 |
| 1 | Names of Reporting Persons
Casdin Partners GP, LLC | ||||||||
| 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
DELAWARE
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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
1,075,000.00 | ||||||||
| 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)
7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 64135M105 |
| 1 | Names of Reporting Persons
Eli Casdin | ||||||||
| 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
1,295,361.00 | ||||||||
| 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)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Neurogene Inc. | |
| (b) | Address of issuer's principal executive offices:
535 W 24th Street, 5th Floor, New York, NY 10011 | |
| Item 2. | ||
| (a) | Name of person filing:
Casdin Capital, LLC
Casdin Partners Master Fund, L.P.
Casdin Partners GP, LLC
Eli Casdin | |
| (b) | Address or principal business office or, if none, residence:
Casdin Capital, LLC
1350 Avenue of the Americas, Suite 2600
New York, New York 10019
Casdin Partners Master Fund, L.P.
1350 Avenue of the Americas, Suite 2600
New York, New York 10019
Casdin Partners GP, LLC
1350 Avenue of the Americas, Suite 2600
New York, New York 10019
Eli Casdin
1350 Avenue of the Americas, Suite 2600
New York, New York 10019 | |
| (c) | Citizenship:
Casdin Capital, LLC - Delaware
Casdin Partners Master Fund, L.P. - Cayman Islands
Casdin Partners GP, LLC - Delaware
Eli Casdin - United States | |
| (d) | Title of class of securities:
Common Stock, $0.000001 par value | |
| (e) | CUSIP No.:
64135M105 | |
| 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:
Casdin Capital, LLC - 1,295,361
Casdin Partners Master Fund, L.P. - 1,075,000
Casdin Partners GP, LLC - 1,075,000
Eli Casdin - 1,295,361 | |
| (b) | Percent of class:
Casdin Capital, LLC - 8.7%
Casdin Partners Master Fund, L.P. - 7.2%
Casdin Partners GP, LLC - 7.2%
Eli Casdin - 8.7% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Casdin Capital, LLC - 0
Casdin Partners Master Fund, L.P. - 0
Casdin Partners GP, LLC - 0
Eli Casdin - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Casdin Capital, LLC - 1,295,361
Casdin Partners Master Fund, L.P. - 1,075,000
Casdin Partners GP, LLC - 1,075,000
Eli Casdin - 1,295,361 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Casdin Capital, LLC - 0
Casdin Partners Master Fund, L.P. - 0
Casdin Partners GP, LLC - 0
Eli Casdin - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Casdin Capital, LLC - 1,295,361
Casdin Partners Master Fund, L.P. - 1,075,000
Casdin Partners GP, LLC - 1,075,000
Eli Casdin - 1,295,361 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Casdin Capital, LLC. None of those advisory clients, other than Casdin Partners Master Fund, L.P., may be deemed to beneficially own more than 5% of the Common Stock, $0.000001 par value. | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
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Exhibit A - Joint Filing Agreement |