SEC Form SC 13G filed by Compass Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Compass Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
20454B104
(CUSIP Number)
July 23, 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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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).
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Blackstone Annex Master Fund L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
3,607,287* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,607,287* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,607,287* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
2
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Spruce Street Aggregator L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
4,382,126* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,382,126* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,382,126* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.2%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
3
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Blackstone Alternative Asset Management Associates LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,989,413* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,989,413* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,989,413* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
4
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings II L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,989,413* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,989,413* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,989,413* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
5
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Blackstone Holdings I/II GP L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,989,413* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,989,413* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,989,413* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
6
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Blackstone Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,495,151* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,495,151* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,495,151* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
7
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,495,151* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,495,151* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,495,151* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
8
CUSIP No. 20454B104
| 1 |
NAMES OF REPORTING PERSONS
Stephen A. Schwarzman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
9,495,151* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
9,495,151* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,495,151* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%* | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Represents beneficial ownership as of August 1, 2024. |
9
| Item 1(a) | Name of Issuer: |
Compass Therapeutics, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
80 Guest Street, Suite 601
Boston, MA 02135
| Item 2(a) | Name of Person Filing: |
This Schedule 13G is being filed by Blackstone Annex Master Fund L.P. (“Annex Fund”), Spruce Street Aggregator L.P. (“Spruce”), Blackstone Alternative Asset Management Associates LLC (“BAAMA”), Blackstone Holdings II L.P. (“Holdings II”), Blackstone Holdings I/II GP L.L.C. (“Holdings GP”), Blackstone Inc. (“Blackstone”), Blackstone Group Management L.L.C. (“Blackstone Management”), and Stephen A. Schwarzman (together with Annex Fund, Spruce, BAAMA, Holdings II, Holdings GP, Blackstone, and Blackstone Management, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
The principal business address of each of the Reporting Persons is:
345 Park Avenue, 28th Floor
New York, NY 10154
| Item 2(c) | Citizenship: |
Annex Fund is a Cayman Islands limited partnership. Spruce is a Cayman Islands exempted limited partnership. BAAMA is a limited liability company organized under the laws of the State of Delaware. Holdings II is a limited partnership organized under the laws of the State of Delaware. Holdings GP is a limited liability company organized under the laws of the State of Delaware. Blackstone is a corporation organized under the laws of the State of Delaware. Blackstone Management is a limited liability company organized under the laws of the State of Delaware. Mr. Schwarzman is a citizen of the United States of America.
| Item 2(d) | Title of Class of Securities: |
Common Stock, $0.0001 par value per share per share (“Common Stock”)
| Item 2(e) | CUSIP Number: |
20454B104
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
| Item 4. | Ownership. |
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Annex Fund holds 3,607,287 shares of Common Stock (the “Annex Fund Shares”) and Spruce holds 4,382,126 shares of Common Stock (the “Spruce Shares”). The Annex Fund Shares and the Spruce Shares represent beneficial ownership of approximately 2.6% and 3.2% of the outstanding shares of Common Stock, respectively. Funds or accounts that may be deemed to be indirectly controlled by a subsidiary of Blackstone Inc. hold an aggregate of 1,505,738 shares of Common Stock representing beneficial ownership of approximately 1.1% of the outstanding shares of Common Stock. Calculations are based on 137,589,171 shares of Common Stock of the Issuer outstanding as of May 10, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2024.
10
BAAMA is the general partner of the Annex Fund and Spruce. Holdings II is the sole member of BAAMA. Holdings GP is the general partner of Holdings II. Blackstone is the sole member of Holdings GP. Blackstone Management is the sole holder of the Series II preferred stock of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each Reporting Person may be deemed to beneficially own the Common Stock of the Issuer directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any such Reporting Person (other than any Reporting Person to the extent they directly hold Issuer securities) is the beneficial owner of Common Stock of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Section 13(d) and 13(g) of the Act.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| 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.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
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.
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.
August 2, 2024
| BLACKSTONE ANNEX MASTER FUND L.P. | ||||
| By: Blackstone Alternative Asset Management Associates LLC, its general partner | ||||
| By: | /s/ Jack Pitts | |||
| Name: | Jack Pitts | |||
| Title: | Authorized Person | |||
| SPRUCE STREET AGGREGATOR L.P. | ||||
| By: Blackstone Alternative Asset Management Associates LLC, its general partner | ||||
| By: | /s/ Jack Pitts | |||
| Name: | Jack Pitts | |||
| Title: | Authorized Person | |||
| BLACKSTONE ALTERNATIVE ASSET MANAGEMENT ASSOCIATES LLC | ||||
| By: | /s/ Jack Pitts | |||
| Name: | Jack Pitts | |||
| Title: | Authorized Person | |||
| BLACKSTONE HOLDINGS II L.P. | ||||
| By: Blackstone Holdings I/II GP L.L.C., its general partner | ||||
| By: | /s/ Tabea Hsi | |||
| Name: | Tabea Hsi | |||
| Title: | Senior Managing Director | |||
| BLACKSTONE HOLDINGS I/II GP L.L.C. | ||||
| By: | /s/ Tabea Hsi | |||
| Name: | Tabea Hsi | |||
| Title: | Senior Managing Director | |||
| BLACKSTONE INC. | ||||
| By: | /s/ Tabea Hsi | |||
| Name: | Tabea Hsi | |||
| Title: | Senior Managing Director | |||
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||||
| By: | /s/ Tabea Hsi | |||
| Name: | Tabea Hsi | |||
| Title: | Senior Managing Director | |||
| /s/ Stephen A. Schwarzman | ||||
| Stephen A. Schwarzman | ||||
EXHIBIT LIST
| Exhibit 99.1 | Joint Filing Agreement |