SEC Form SC 13G/A filed by Prometheus Biosciences Inc. (Amendment)

Securities and Exchange Commission, Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

(Name of Issuer)

Prometheus Biosciences, Inc.

(Title of Class of Securities)

Common Stock, par value $0.0001 per share

(CUSIP Number)

74349U108

(Date of Event Which Requires Filing of this Statement)

[  ] 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).

Item 1(a) Name of issuer:

Prometheus Biosciences, Inc.

Item 1(b) Address of issuer's principal executive offices:

3050 Science Park Road, San Diego, California 92121

2(a) Name of persons filing (the “Reporting Persons”):

This statement is filed by: (i) Point72 Biotech Private Investments, LLC (“Point72 Biotech”)
with respect to 1,848,024 shares of the Issuer’s common stock, par value $0.0001 per share
 (“Common Stock”) of which it is the holder; (ii) Differentiated Ventures Investments, LLC
(“Differentiated Ventures”), the managing member of Point72 Biotech, with respect to the shares
of Common Stock held by Point72 Biotech; (iii) 72 Investment Holdings, LLC (“72 Investment
Holdings”), the sole member of Differentiated Ventures, with respect to the shares of Common
Stock held by Point72 Biotech; (iv) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to 1,266,083 shares of Common Stock held by an investment fund
that it manages; (v) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to the shares of Common Stock held by an investment fund managed by Point72 Asset
Management; and (vi) Steven A. Cohen (“Mr. Cohen”), the sole member of both 72 Investment
Holdings and Point72 Capital Advisors Inc., with respect to: (A) the 1,848,024 shares of
Common Stock beneficially owned by Point72 Biotech, Differentiated Ventures, and 72
Investment Holdings, and (B) the 1,266,083 shares of Common Stock beneficially owned by
Point72 Asset Management and Point72 Capital Advisors Inc.

2(b) Address or principal business office or, if none, residence:

The address of the principal business office of the Reporting Persons is:

72 Cummings Point Road
Stamford, CT 06902.

2(c) Citizenship:

Each of Point72 Biotech, Differentiated Investors, and 72 Investment Holdings is Delaware
limited liability company.    Point72 Asset Management is a Delaware limited partnership.
Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.

2(d) Title of class of securities:

Common Stock, par value $0.0001 per share

2(e) CUSIP Number:

74349U108

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.

Point72 Biotech is the holder of 1,848,024 shares of Common Stock.  Differentiated Ventures is
the managing member of Point72 Biotech and may be deemed to share beneficial ownership over
the shares of Common Stock held by Point72 Biotech.  72 Investment Holdings is the sole
member of Differentiated Ventures and may be deemed to share beneficial ownership of the
shares of Common Stock of which Differentiated Ventures may be deemed the beneficial owner.

Point72 Asset Management is the manager to a private investment fund that is the holder of
1,266,083 shares of Common Stock.  Pursuant to an investment management agreement, Point72
Asset Management maintains investment and voting power with respect to securities held by
such private investment fund and, as a result, may be deemed to share beneficial ownership over
the 1,266,083 shares of Common Stock held by such fund.  Point72 Capital Advisors Inc. is the
general partner of Point72 Asset Management and may be deemed to share beneficial ownership
of the shares of Common Stock of which Point72 Asset Management may be deemed the
beneficial owner.

Mr. Cohen is the sole member of both 72 Investment Holdings and Point72 Capital Advisors Inc.
and may be deemed to beneficially own both the 1,848,024 shares of Common Stock of which
72 Investment Holdings may be deemed the beneficial owner and the 1,266,083 shares of
Common Stock of which Point72 Capital Advisors Inc. may be deemed the beneficial owner.

The filing of this statement should not be construed as an admission that any of the foregoing
persons or any reporting person is, for the purposes of Section 13 of the Act, the beneficial
owner of the Common Stock reported herein.

Not applicable

Item 8. Identification and Classification of Members of the Group

Dated: February 14, 2023

POINT72 ASSET MANAGEMENT, L.P.

By: /s/ Jason M. Colombo

Name: Jason M. Colombo

Title: Authorized Person

POINT72 CAPITAL ADVISORS, INC.

By: /s/ Jason M. Colombo

Name: Jason M. Colombo

Title: Authorized Person