SEC Form SC 13G/A filed by Neoleukin Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
NEUROGENE inc.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
64135M105
(CUSIP Number)
December 31, 2023
(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)
x 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 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. 64135M105
| 1 |
Name of Reporting Person
Redmile Group, 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
|
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
1,050,304 (1) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
1,050,304 (1) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,050,304 (1) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented by Amount in Row (9)
8.1% (2) |
| 12 |
Type of Reporting Person (See Instructions)
IA, OO |
(1) Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of (a) 946,897 shares of Common Stock, and (b) 103,407 shares of Common Stock issuable upon exercise of certain warrants to purchase Common Stock (the “Warrants”), in each case, which are owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC (“Redmile”), including Redmile Biopharma Investments I, L.P. The Common Stock and the Warrants may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green (collectively, the “Reporting Persons”) each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) Percentage based on: (i) 12,823,696 shares of Common Stock outstanding as of December 18, 2023, as reported by the Issuer in its Form 8-K filed with SEC on December 18, 2023 (the “Form 8-K”) plus (ii) 103,407 shares of Common Stock issuable upon exercise of the Warrants.
CUSIP No. 64135M105
| 1 |
Name of Reporting Person
Jeremy C. Green |
| 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 Kingdom |
|
number
of
|
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
1,050,304 (3) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
1,050,304 (3) |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,050,304 (3) |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented by Amount in Row (9)
8.1% (4) |
| 12 |
Type of Reporting Person (See Instructions)
IN, HC |
(3) Jeremy C. Green’s beneficial ownership of Common Stock is comprised of (a) 946,897 shares of Common Stock, and (b) 103,407 shares of Common Stock issuable upon exercise of the Warrants, in each case, which are owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile, including Redmile Biopharma Investments I, L.P. The Common Stock and the Warrants together may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. The Reporting Persons each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(4) Percentage based on (i) 12,823,696 shares of Common Stock outstanding as of December 18, 2023, as reported by the Issuer in its Form 8-K, plus (ii) 103,407 shares of Common Stock issuable upon exercise of the Warrants.
CUSIP No. 64135M105
| 1 |
Name of Reporting Person
Redmile Biopharma Investments I, 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
|
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
652,030 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
652,030 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
652,030 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
| 11 |
Percent of Class Represented by Amount in Row (9)
5.1% (5)
|
| 12 |
Type of Reporting Person (See Instructions)
PN |
(5) Percentage based on 12,823,696 shares of Common Stock outstanding as of December 18, 2023, as reported by the Issuer in its Form 8-K.
Item 1.
(a) Name of Issuer
Neurogene Inc.
(b) Address of Issuer’s Principal Executive Offices
535 W 24th Street, 5th Floor
New York, New York 10011
Item 2.
(a) Names of Persons Filing
Redmile Group, LLC
Jeremy C. Green
Redmile Biopharma Investments I, L.P.
(b) Address of Principal Business office or, if None, Residence
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
Redmile Biopharma Investments I, L.P.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
(c) Citizenship
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Biopharma Investments I, L.P.: Delaware
(d) Title of Class of Securities
Common Stock, par value $0.000001 per share
(e) CUSIP Number
64135M105
| 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: |
| (a) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (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 (15 U.S.C. 80a-3); |
| (j) | ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
| Item 4. | Ownership. |
(a) Amount beneficially owned:
Redmile Group, LLC – 1,050,304*
Jeremy C. Green – 1,050,304*
Redmile Biopharma Investments I, L.P. – 652,030
(b) Percent of class:
Redmile Group, LLC – 8.1%**
Jeremy C. Green – 8.1%**
Redmile Biopharma Investments I, L.P. – 5.1%***
(c) Number of shares as to which Redmile Group, LLC has:
| (i) | Sole power to vote or to direct the vote: | |
| 0 |
| (ii) | Shared power to vote or to direct the vote: | |
| 1,050,304* |
| (iii) | Sole power to dispose or to direct the disposition of: | |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of: | |
| 1,050,304* |
Number of shares as to which Jeremy C. Green has:
| (i) | Sole power to vote or to direct the vote: | |
| 0 |
| (ii) | Shared power to vote or to direct the vote: | |
| 1,050,304* |
| (iii) | Sole power to dispose or to direct the disposition of: | |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of: | |
| 1,050,304* |
Number of shares as to which Redmile Biopharma Investments I, L.P. has:
| (i) | Sole power to vote or to direct the vote: | |
| 0 |
| (ii) | Shared power to vote or to direct the vote: | |
| 652,030 |
| (iii) | Sole power to dispose or to direct the disposition of: | |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of: | |
| 652,030 |
| * | Redmile’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of (a) 946,897 shares of Common Stock, and (b) 103,407 shares of Common Stock issuable upon exercise of the Warrants, in each case, owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile, including Redmile Biopharma Investments I, L.P. The Common Stock and the Warrants together may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. |
| ** | Percentage based on (i) 12,823,696 shares of Common Stock outstanding as of December 18, 2023, as reported by the Issuer in its Form 8-K, plus (ii) 103,407 shares of Common Stock issuable upon exercise of the Warrants. |
| *** | Percentage based on 12,823,696 shares of Common Stock outstanding as of December 18, 2023, as reported by the Issuer in its Form 8-K. |
| 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 5 percent of the class of securities, check the following ¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
See the response to Item 4.
| Item 8. | Identification and Classification of Members of the Group. |
N/A.
| Item 9. | Notice of Dissolution of Group. |
N/A.
| Item 10. | Certifications. |
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, other than activities solely in connection with a nomination under § 240.14a-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.
Date: February 14, 2024
| Redmile Group, LLC | ||
| By: | /s/ Jeremy C. Green | |
| Name: Jeremy C. Green | ||
| Title: Managing Member | ||
| /s/ Jeremy C. Green | ||
| Jeremy C. Green | ||
| Redmile Biopharma Investments I, L.P. | ||
| By: Redmile Biopharma Investments I (GP), LLC, its general partner | ||
| By: Redmile Group, LLC, its managing member | ||
| By: | /s/ Jeremy C. Green | |
| Name: Jeremy C. Green | ||
| Title: Managing Member | ||