SEC Form SC 13D/A filed by Forte Biosciences Inc. (Amendment)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ____4____)*

 

 

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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).

 

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Item 1.  Security and Issuer.

This Statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Forte Biosciences, Inc, Inc., a Delaware corporation (the “Issuer”).

Item 2.  Identity and Background.

a.

Name

BML Capital Management, LLC - The business address of BML Capital Management, LLC, is 65 E Cedar – Suite 2, Zionsville, IN 46077. The principal business of BML Capital Management, LLC, is to serve as the general partner to BML Investment Partners, L.P.

Braden M. Leonard – Mr. Leonard’s business address is 65 E Cedar – Suite 2, Zionsville, IN 46077. Mr. Leonard’s principal business is to serve as managing member of BML Capital Management, LLC.

b.	Residence or Business Address

See above, Item 2(a)

c.	Occupation

See above, Item 2(a)

d.	Convictions

e.	Civil Judgments

f.	Citizenship

Braden M. Leonard is a citizen of the United States of America.

Item 3.  Source or Amount of Funds or Other Consideration.

BML Investment Partners, L.P. holds 1,735,075 shares of Common Stock which were acquired using working capital

Item 4.  Purpose of Transaction.

State the purpose or purposes of the acquisition of securities of the issuer:

BML plans to vote its shares in favor of proposals put forth by Camac Partners, LLC (“Camac”) and ATG Capital Management, LLC (“ATG”). 

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Person were acquired for investment purposes. Except as set forth herein, the Reporting Person does not have any plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.

The Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, market conditions or other factors.

Describe any plans or proposals which relate to or would result in:

a.	An Acquisition or Disposition

See above. 

b.	A Corporate Transaction:

See above. 

c.	A Sale or Transfer of Assets:

See above. 

d.	A Change in Board of Directors:

See above. 

e.	A Change in Capitalization:

See above. 

f.	Other Material Change:

See above. 

g.	Changes to Charter

See above. 

h.	Causing Delisting:

See above. 

i.	Termination of Registration:

See above. 

j.	A Similar Action:

 See above.

Item 5.  Interest in Securities of the Issuer.

a.

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each person named in Item 2. As of Sept 15, 2023, BML Investment Partners owns 1,735,071 shares of the issuer, which represents 4.78% of the shares outstanding.

b.

For each person named, indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition.

The Fund has sole voting and dispositive power over the shares reported herein

c.

Describe any transactions that were effected during the past sixty days or since the most recent filing of Schedule 13D.

d.

If any other person is known to have the right to receive or direct dividends or proceeds from the sale of securities, a statement to that effect should be included:None

e.

The date the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: (If applicable)8/14/23

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Relationships with Respect to Securities of the Issuer

Describe any contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer:

N/A

Item 7.  Material to Be Filed as Exhibits.

 

 N/A

 

 

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.

Dated:September 15, 2023

 

 

 

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