SC 13G 1 MGTA_13gv1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Magenta Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

55910K108

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	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 the disclosures provided in a prior cover page.

The information required in 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. 55910K108

13G

Page 1 of 8 Pages

NAME OF REPORTING PERSONS

Aquilo Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

3,155,082

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

3,155,082

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,155,082

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

11.

5.4% (See Note 1)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA, OO, HC

(1)

Based on 58,777,271 outstanding shares of Common Stock (as defined in Item 2(d) below) as of October 31, 2021, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

CUSIP No. 55910K108

13G

Page 2 of 8 Pages

NAME OF REPORTING PERSONS

Marc Schneidman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

3,155,082

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

3,155,082

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,155,082

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.4% (See Note 2)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN, HC

(2) See Note (1) Above.

CUSIP No. 55910K108

13G

Page 3 of 8 Pages

Item 1(a).

Name of Issuer:

Magenta Therapeutics, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

100 Technology Square

Cambridge, MA 02139

Item 2(a).

Name of Persons Filing:

This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons", with respect to the shares of Common Stock of the Company:

(i)

Aquilo Capital Management, LLC

(ii)

Marc Schneidman

Item 2(b).

Address of Principal Business Office or, if none, Residence:

(i)

Aquilo Capital Management, LLC

One Letterman Drive, Suite D4900

Building D, The Presidio

San Francisco, CA 94129

(ii)

Marc Schneidman

c/o Aquilo Capital Management, LLC

One Letterman Drive, Suite D4900

Building D, The Presidio

San Francisco, CA 94129

Item 2(c).

Citizenship:

(i)

Aquilo Capital Management, LLC - CA

(ii)

Marc Schneidman – USA

Item 2(d).

Title of Class of Securities:

Common Stock, $0.001 par value (“Common Stock”)

Item 2(e).

CUSIP Number:

55910K108

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:

(e) [x] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)

(g) [x] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

CUSIP No. 55910K108

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Page 4 of 8 Pages

Item 4.

Ownership

(i)

Aquilo Capital Management, LLC

(a)

Amount beneficially owned: 3,155,082 (See Note 3)

(b)

Percent of class: 5.4% (See Note 4)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,155,082 (see Note 3)

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,155,082 (See Note 3)

(ii)

Marc Schneidman

(a)

Amount beneficially owned: 3,155,082 (See Note 3)

(b)

Percent of class: 5.4% (See Note 4)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 3,155,082 (See Note 3)

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 3,155,082 (See Note 3)

CUSIP No. 55910K108

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Page 5 of 8 Pages

Note 3:

Aquilo Capital Management, LLC is an investment advisor that is registered under the Investment Advisors Act of 1940. Aquilo Capital Management, LLC, which serves as the investment manager to various private funds ("Funds") which hold securities for the benefit of their investors, and Mr. Marc Schneidman, as Managing Member of Aquilo Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that any of the Funds are the beneficial owner of any of the securities reported herein.

Note 4:

Based on 58,777,271 outstanding shares of Common Stock as of October 31, 2021, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

Item 5.

Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

See Note 3 above.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

See Note 3 above.

Item 8.

Identification and Classification of Members of the Group:

Not Applicable.

Item 9.

Notice of Dissolution of Group:

Not Applicable.

CUSIP No. 55910K108

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Page 6 of 8 Pages

Item 10.

Certifications:

Each of the Reporting Persons makes the following certification:

By signing below each Reporting Person certifies that, to the best of its 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. After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

AQUILO CAPITAL MANAGEMENT, LLC

By: /s/ Marc Schneidman

Name: Marc Schneidman

Title: Managing Member

MARC SCHNEIDMAN

By: /s/ Marc Schneidman

CUSIP No. 55910K108

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Page 7 of 8 Pages

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referenced to herein as a "Joint Filer". The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of his, her or its behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1(k).

Dated: February 14, 2022

AQUILO CAPITAL MANAGEMENT, LLC

By: /s/ Marc Schneidman

Name: Marc Schneidman

Title: Managing Member

MARC SCHNEIDMAN

By: /s/ Marc Schneidman

CUSIP No. 55910K108

13G

Page 8 of 8 Pages

SEC Form SC 13G filed by Magenta Therapeutics Inc.