SEC Form SC 13D/A filed by Sesen Bio Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Carisma Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

14216R 101

(CUSIP Number)

Trustees of the University of Pennsylvania

2929 Walnut Street, Suite 300

Philadelphia, PA 19104

(215) 898-1903

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

September 15, 2023

(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.  ☐

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. 428304307

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment”) to Schedule 13D is filed by The Trustees of the University of Pennsylvania (the “Reporting Person”) with respect to the common stock, par value $0.001 (“Common Stock”) of Carisma Therapeutics, Inc. a Delaware corporation (the “Issuer”), originally filed on behalf of the Reporting Person with the United States Securities and Exchange Commission (the “SEC”) on March 17, 2023 (the “Original Schedule 13D”) to amend and restate the disclosures provided in Items 5(a) – (c) of the Original Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The disclosures provided in Item 5(a) – (c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a) and (b) Items 7 to 11 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c) The transactions effected by the Reporting Person in respect of Common Stock since the most recent filing of the Reporting Person on Schedule 13D are set forth on the below table. All transactions below were effected by the Reporting Person in open market transactions at prevailing markets prices.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: January 26, 2024