SEC Form SC 13G/A filed by Checkmate Pharmaceuticals, Inc. (Amendment)
| CUSIP No. 162818108 | 13G | Page 1 of 8 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Checkmate Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
162818108
(CUSIP Number)
May 7, 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:
☒ 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. 22026V105 | 13G | Page 2 of 8 |
| 1. |
NAME OF REPORTING PERSONS / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CLOUGH CAPITAL PARTNERS L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
1,552,326 (see Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,552,326 (see Item 4) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,326 (see Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.18% (see Item 4) | |||||
| 12. | TYPE OF REPORTING PERSON
IA – Investment Adviser | |||||
| CUSIP No. 22026V105 | 13G | Page 3 of 8 |
| 1. |
NAME OF REPORTING PERSONS / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CLOUGH CAPITAL PARTNERS LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
1,552,326 (see Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,552,326 (see Item 4) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,326 (see Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.18% (see Item 4) | |||||
| 12. | TYPE OF REPORTING PERSON
HC – Parent Holding Company/Control Person | |||||
| CUSIP No. 22026V105 | 13G | Page 4 of 8 |
| 1. |
NAME OF REPORTING PERSONS / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CHARLES I. CLOUGH, JR. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ☐ (B) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
1,552,326 (see Item 4) | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,552,326 (see Item 4) | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,326 (see Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.18% (see Item 4) | |||||
| 12. | TYPE OF REPORTING PERSON
HC – Parent Holding Company/Control Person | |||||
| CUSIP No. 22026V105 | 13G | Page 5 of 8 |
ITEM 1.
| (a) Name of Issuer: Checkmate Pharmaceuticals, Inc. | ||
| (b) Address of Issuer’s Principal Executive Offices: | ||
| 245 Main Street | ||
| 2nd Floor | ||
| Cambridge MA, 02142 | ||
ITEM 2.
| (a) and (c) | Name and Domicile/Citizenship of Persons Filing: | |
| (i) Clough Capital Partners L.P., a Delaware limited partnership. | ||
| (ii) Clough Capital Partners LLC, a Delaware limited liability company. | ||
| (iii) Charles I. Clough, Jr., a United States citizen. | ||
| (b) | Each of the Reporting Persons has a business address of: | |
| 53 State Street, 27th Floor, Boston, MA 02109. | ||
| (d) | Title of Class of Securities: Common Stock, par value $0.01 per share. | |
| (e) | CUSIP Number: 162818108 | |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ☐ | Broker or Dealer registered under Section 15 of the Act | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act | ||
| (c) | ☐ | Insurance Company as defined in section 3(a)(19) of the Act | ||
| (d) | ☐ | Investment Company registered under section 8 of the Investment Company Act of 1940 | ||
| (e) | ☒ | Investment Adviser registered under section 203 of the Investment Advisers Act or under the laws of any State | ||
| (f) | ☐ | Employee Benefit Plan, Pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) | ||
| (g) | ☒ | A Parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) | ||
| (h) | ☐ | A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act | ||
| (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 | ||
| (j) | ☐ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) |
| CUSIP No. 22026V105 | 13G | Page 6 of 8 |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount Beneficially Owned: 1,552,326* | ||||
| (b) Percent of Class: 7.18%* | ||||
| (c) Number of shares as to which such person has: | ||||
| (i) sole power to vote or to direct the vote: 0 | ||||
| (ii) shared power to vote or to direct the vote: 1,552,326* | ||||
| (iii) sole power to dispose or to direct the disposition of: 0 | ||||
| (iv) shared power to dispose or to direct the disposition of: 1,552,326* | ||||
| * | The shares reported above include shares beneficially owned by investment companies, pooled investment vehicles and other accounts for which Clough Capital Partners L.P. serves as investment adviser. Such shares may be deemed beneficially owned by (a) Clough Capital Partners L.P., (b) Clough Capital Partners LLC, the general partner of Clough Capital Partners L.P., and (c) Mr. Clough, the managing member of Clough Capital Partners LLC. Each such reporting person disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein. |
The share holding and percent of class data set forth above is reported as of the date of the filing of this statement on Schedule 13G.
| 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 |
See Item 4
| CUSIP No. 22026V105 | 13G | Page 7 of 8 |
| 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 acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 22026V105 | 13G | Page 8 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
Date: May 24, 2021
| CLOUGH CAPITAL PARTNERS L.P. | ||||
| By | Clough Capital Partners LLC, | |||
| its general partner | ||||
| By: | /S/ Charles I. Clough, Jr. | |||
| Charles I. Clough, Jr., | ||||
| managing member | ||||
| CLOUGH CAPITAL PARTNERS LLC | ||||
| By: | /S/ Charles I. Clough, Jr. | |||
| Charles I. Clough, Jr., | ||||
| managing member | ||||
| By: | /S/ Charles I. Clough, Jr. | |||
| Charles I. Clough, Jr., individually | ||||