Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Compass Therapeutics, Inc. (Name of Issuer) |
Ordinary Shares, par value GBP 0.008 per share (Title of Class of Securities) |
20451W101 (CUSIP Number) |
06/30/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 20451W101 |
| 1 | Names of Reporting Persons
RTW Investments, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: Explanatory Note: This Amendment No. 1 to Schedule 13G (this "Amendment") is being filed to correct an administrative error in connection with the filing earlier today of a Schedule 13G by RTW Investments, LP and Roderick Wong (the "Reporting Persons"), which was inadvertently filed with the Securities and Exchange Commission with respect to Compass Therapeutics, Inc. As of June 30, 2025 the Reporting Persons did not own any shares of Compass Therapeutics, Inc. and this amendment is being filed to correct this administrative error.
SCHEDULE 13G
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| CUSIP No. | 20451W101 |
| 1 | Names of Reporting Persons
Roderick Wong | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Explanatory Note: This Amendment No. 1 to Schedule 13G (this "Amendment") is being filed to correct an administrative error in connection with the filing earlier today of a Schedule 13G by RTW Investments, LP and Roderick Wong (the "Reporting Persons"), which was inadvertently filed with the Securities and Exchange Commission with respect to Compass Therapeutics, Inc. As of June 30, 2025 the Reporting Persons did not own any shares of Compass Therapeutics, Inc. and this amendment is being filed to correct this administrative error.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Compass Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
80 GUEST STREET, BOSTON, MA, 02135. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to Ordinary Shares, par value GBP 0.008 per share (the "Shares") of COMPASS Pathways plc (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." 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 Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014. | |
| (c) | Citizenship:
RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States. | |
| (d) | Title of class of securities:
Ordinary Shares, par value GBP 0.008 per share | |
| (e) | CUSIP No.:
20451W101 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (b) | Percent of class:
RTW Investments: 0% Dr. Wong: 0% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
RTW Investments: 0 Dr. Wong: 0 | ||
| (ii) Shared power to vote or to direct the vote:
RTW Investments: 0 Shares Dr. Wong: 0 Shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
RTW Investments: 0 Dr. Wong: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
RTW Investments: 0 Shares Dr. Wong: 0 Shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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 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.
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