Sec Form 4 Filing - AWM Investment Company, Inc. @ Societal CDMO, Inc. - 2023-08-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AWM Investment Company, Inc.
2. Issuer Name and Ticker or Trading Symbol
Societal CDMO, Inc. [ SCTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
527 MADISON AVENUE, SUITE 2600
3. Date of Earliest Transaction (MM/DD/YY)
08/24/2023
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/24/2023 P 140,000 ( 4 ) ( 5 ) A $ 0.4 ( 6 ) 10,266,144 ( 4 ) ( 5 ) I ( 4 ) ( 5 ) By Limited Partnerships ( 4 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 0.0001 08/24/2023 P 4,860 ,000 ( 2 ) ( 3 ) ( 5 ) ( 1 ) ( 1 ) Common Stock 4,860,000 ( 2 ) ( 3 ) ( 5 ) $ 0.4 4,860,000 ( 2 ) ( 3 ) ( 5 ) I ( 2 ) ( 3 ) ( 5 ) By Limited Partnership ( 2 ) ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AWM Investment Company, Inc.
527 MADISON AVENUE
SUITE 2600
NEW YORK, NY10022
X
Signatures
Adam Stettner 08/28/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These warrants are pre-funded and do not have an expiration or exercisable date.
( 2 )AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Fund III QP, L.P. (SSFQP), Situations Cayman Fund, L.P. (Cay) and Special Situations Private Equity Fund, L.P. (SSPE and together with SSFQP and Cay, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 3,365,985 Warrants held by SSFQP, 873,569 Warrants held by Cay and 620,446 Warrants held by SSPE.
( 3 )The Warrants described herein may be exercised to the extent that the total number of shares of Common Stock then beneficially owned does not exceed 9.99% of the outstanding shares.
( 4 )AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cay) and Special Situations Private Equity Fund, L.P. (PE). (PE together with QP and Cay the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 6,445,946 shares of Common Stock of the Issuer (the Shares) held by QP, 2,233,717 Shares held by Cay and 1,586,481 Shares held by PE.
( 5 )David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 6 )This is a weighted average price.

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