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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
Amendment No 1.
Forte Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
34962G109
(CUSIP Number)
Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, New York 10022 (914) 629-8496 |
Gabriel Gliksberg ATG Capital Management 805 N. Milwaukee Avenue, Suite 301 Chicago, Illinois (786) 519-0995 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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).
| 1 | NAME OF REPORTING PERSON
Camac Partners, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,577,176 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,577,176 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,577,176 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| 2 |
| 1 | NAME OF REPORTING PERSON
Camac Capital, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,577,176 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,577,176 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,577,176 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| 3 |
| 1 | NAME OF REPORTING PERSON
Camac Fund, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,577,176 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,577,176 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,577,176 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% | |
| 14 | TYPE OF REPORTING PERSON
PN | |
| 4 |
| 1 | NAME OF REPORTING PERSON
Eric Shahinian | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,577,176 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,577,176 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,577,176 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| 5 |
| 1 | NAME OF REPORTING PERSON
ATG Fund II LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,462,000 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,462,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,462,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| 6 |
| 1 | NAME OF REPORTING PERSON
ATG Capital Management, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,462,000 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,462,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,462,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| 7 |
| 1 | NAME OF REPORTING PERSON
Gabriel Gliksberg | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,462,000 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,462,000 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,462,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| 8 |
| 1 | NAME OF REPORTING PERSON
Michael G. Hacke | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
| |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| 9 |
| 1 | NAME OF REPORTING PERSON
McIntyre Partnerships, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
39,824 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
39,824 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,824 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
| 14 | TYPE OF REPORTING PERSON
PN | |
| 10 |
| 1 | NAME OF REPORTING PERSON
McIntyre Capital GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
39,824 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
39,824 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,824 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| 11 |
| 1 | NAME OF REPORTING PERSON
McIntyre Capital Management, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
39,824 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
39,824 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,824 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
| 14 | TYPE OF REPORTING PERSON
PN | |
| 12 |
| 1 | NAME OF REPORTING PERSON
McIntyre Capital Management GP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
39,824 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
39,824 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,824 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| 13 |
| 1 | NAME OF REPORTING PERSON
Chris McIntyre | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
39,824 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
39,824 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,824 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| 14 |
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on August 23, 2023, with the Securities and Exchange Commission, by the Reporting Person (defined below) with respect to the Common Stock of Forte Biosciences Inc. (the “Issuer” or the “Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
| Item 2. | Identity and Background. |
| (a) | This Schedule 13D is filed by: |
| i. | Camac Partners, LLC, a Delaware limited liability company (“Camac Partners”); | ||
| ii. | Camac Capital, LLC, a Delaware limited liability company (“Camac Capital”); | ||
| iii. | Camac Fund, LP, a Delaware limited partnership (“Camac Fund”); | ||
| iv. | Eric Shahinian, as the manager of Camac Capital; | ||
| v. | ATG Fund II LLC, a Delaware limited liability company (“ATG Fund II”); | ||
| vi. | ATG Capital Management, LLC, a Delaware limited liability company (“ATG Management”); | ||
| vii. | Gabriel Gliksberg, as the managing member of ATG Management; | ||
| viii. | Michael G. Hacke, as a nominee for the Board of Directors of the Issuer (the “Board”); | ||
| ix. | McIntyre Partnerships, LP, a Delaware limited partnership (“McIntyre Partnerships”); | ||
| x. | McIntyre Capital GP, LLC, a Delaware limited liability company (“McIntyre GP”); | ||
| xi. | McIntyre Capital Management, LP, a Delaware limited partnership (“McIntyre Capital”); | ||
| xii. | McIntyre Capital Management GP, LLC, a Delaware limited liability company (“McIntyre IM GP”); and | ||
| xiii. | Chris McIntyre, as Chief Investment Officer and managing partner of McIntyre Capital and as the managing member of each of McIntyre GP and McIntyre IM GP, and as a nominee for the Board. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6 and filed as an exhibit to this Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
| 15 |
| (b) | The principal business address of each of Camac Fund, Camac Partners, Camac Capital and Mr. Shahinian (collectively, “Camac”) is 350 Park Avenue, 13th Floor, New York, New York 10022. The principal business address of each of ATG Fund II, ATG Management and Mr. Gliksberg (collectively, “ATG”) is 805 N. Milwaukee Avenue, Suite 301, Chicago, Illinois 60642. The address of the principal office of Mr. Hacke is c/o Steel City Capital Investments, LLC, 820 Ridgeview Drive, Pittsburgh, Pennsylvania 15228. The principal business address of each of McIntyre Partnerships, McIntyre GP, McIntyre Capital, McIntyre IM GP and Mr. McIntyre is c/o McIntyre Partnerships, LP, 433 Broadway, Suite 633, New York, New York 10013. | |
| (c) | The principal business of Camac Fund is investing in securities. The principal business of Camac Partners is serving as the investment manager of Camac Fund. The principal business of Camac Capital is serving as the managing member of Camac Partners and the general partner of Camac Fund. The principal occupation of Mr. Shahinian is serving as the manager of Camac Capital. The principal business of ATG Fund II is investing in securities. The principal business of ATG Management is to serve as the managing member to certain private investment funds, including ATG Fund II. The principal occupation of Mr. Gliksberg is serving as the managing member of ATG Management. The principal occupation of Mr. Hacke is serving as the managing member of Steel City Capital Investments, LLC, the general partner of Steel City Capital, LP, a long-biased investment partnership which employs a value-oriented investing strategy. The principal business of McIntyre Partnerships is investing in securities. The principal business of McIntyre GP is serving as the general partner of McIntyre Partnerships. The principal business of McIntyre Capital is serving as the investment manager of McIntyre Partnerships. The principal business of McIntyre IM GP is serving as the general partner of McIntyre Capital. The principal occupation of Mr. McIntyre is serving as Chief Investment Officer and managing partner of McIntyre Capital and as the managing member of each of McIntyre GP and McIntyre IM GP. | |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Camac Partners, Camac Capital, Camac Fund, ATG Fund II, ATG Management, McIntyre Partnerships, McIntyre GP, McIntyre Capital and McIntyre IM GP are organized under the laws of Delaware. Messrs. Shahinian, Gliksberg, Hacke and McIntyre are citizens of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
The shares of Common Stock purchased by Camac Fund, ATG Fund II and McIntyre Partnerships were purchased with working capital. The aggregate purchase price of the 1,577,176 shares of Common Stock beneficially owned by Camac Fund is approximately $1,819,084, including brokerage commissions. The aggregate purchase price of the 1,462,000 shares of Common Stock beneficially owned by ATG Fund II is approximately $1,825,572, including brokerage commissions. The aggregate purchase price of the 39,824 shares of Common Stock beneficially owned by McIntyre Partnerships is approximately $41,161, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following for the purpose of mooting certain claims by the Issuer:
On August 10, 2023, Camac Fund filed a Verified Complaint in the Delaware Court of Chancery (the “Delaware Action”) against the Issuer and Paul A. Wagner, Lawrence Eichenfield, Barbara K. Finck, Donald A. Williams, Stephen K. Doberstein, Steven Kornfeld, Scott Brun, David Gryska, Fred Alger Management, LLC, BVF Partners L.P., Farallon Capital Management, L.L.C., Perceptive Advisors LLC, and Tybourne Capital (US) LLC. The Delaware Action alleges claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty arising from, among other things, the Issuer’s July 28, 2023 private securities transaction with certain third-parties immediately prior to the Issuer’s 2023 annual meeting of the stockholders to sell 5.2 million shares of the Issuer’s Common Stock and 9.7 million pre-funded warrants.
| 16 |
Also on August 10, 2023, Camac Fund moved for a preliminary injunction and expedited treatment in the Delaware Action. On August 17, 2023, the Court of Chancery granted expedited treatment and instructed the parties to schedule a preliminary injunction hearing following the Issuer’s 2023 annual meeting.
On September 7, 2023, the parties agreed to a case schedule that would allow the parties to learn the results of the Issuer’s 2023 annual meeting prior to further litigation, which was granted by the Chancery Court on September 8, 2023. Camac Fund also agreed to dismiss, without prejudice, the following defendants: Fred Alger Management, LLC, BVF Partners L.P., Farallon Capital Management, L.L.C., Perceptive Advisors LLC, and Tybourne Capital (US) LLC.
On September 19, 2023, the Issuer held its 2023 annual meeting of the stockholders. On September 20, 2023, the Issuer announced preliminary voting results purportedly demonstrating that the incumbent nominees were reelected. On September 21, 2023, defendants in the Delaware Action moved to dismiss the Verified Complaint. On October 23, 2023, Camac Fund filed a Verified Amended Class Action and Derivative Complaint in the Delaware Action, which alleges, among other things, breaches of fiduciary duty and wrongful dilution.
On October 28, 2023, the Issuer filed an action against the Reporting Persons and certain other defendants in the U.S. District Court for the Northern District of Texas (the “Texas Action”). The Texas Action alleges, among other things, that the Reporting Persons and other defendants were allegedly part of an undisclosed group formed to advocate for liquidation and/or other change of the Issuer. The Texas Action asserts purported (i) violations Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder; (ii) violations of Section 13(d) of the Exchange Act; and (iii) tortious interference. The foregoing description of the Texas Action is qualified in its entirety by reference to the Complaint, which is attached in its entirety as Exhibit 99.3 hereto and incorporated by reference herein.
On November 20, 2023, the parties to the Texas Action agreed to a stipulation pursuant to which the defendants will respond to the Complaint on or before January 16, 2024. The District Court in the Texas Action entered the scheduling order on December 12, 2023.
On January 3, 2024, Camac Partners agreed to indemnify its nominees Michael Hacke and Chris McIntrye related to the Texas Action.
The Reporting Persons believe the allegations set forth in the Texas Action are baseless, without merit and subject to immediate dismissal. This filing is being made solely to moot the Issuer’s claims in the Texas Action relating to alleged disclosures and omissions. None of the foregoing shall be deemed an admission of the existence or materiality of any purported misstatement or omission complained of in the Texas Action. To the contrary, the Reporting Persons specifically deny all allegations in the Texas Action, including, without limitation, that any additional disclosures were or are required as to any of the defendants in the Texas Action. The Reporting Persons intend to defend themselves vigorously and will pursue all available rights and remedies.
| Item 5. | Interest in Securities of the Issuer . |
(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 36,335,105 shares of Common Stock outstanding as of November 10, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 13, 2023.
As of the date hereof, Camac Fund beneficially owned 1,577,176 shares of Common Stock, constituting approximately 4.3% of the shares of Common Stock outstanding. Camac Partners, as investment manager of Camac Fund, may be deemed to beneficially own the 1,577,176 shares of Common Stock owned by Camac Fund, constituting approximately 4.3% of the shares of Common Stock outstanding. Camac Capital, as the managing member of Camac Partners and the general partner of Camac Fund, may be deemed to beneficially own the 1,577,176 shares of Common Stock owned by Camac Fund, constituting approximately 4.3% of the shares of Common Stock outstanding. Mr. Shahinian, as the manager of Camac Capital, may be deemed to beneficially own the 1,577,176 shares of Common Stock owned by Camac Fund, constituting approximately 4.3% of the shares of Common Stock outstanding.
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As of the date hereof, ATG Fund II beneficially owned 1,462,000 shares of Common Stock, constituting approximately 4.0% of the shares of Common Stock outstanding. ATG Management, as the managing member of ATG Fund II, may be deemed to beneficially own the 1,462,000 shares of Common Stock owned by ATG Fund II, constituting approximately 4.0% of the shares of Common Stock outstanding. Mr. Gliksberg, as the managing member of ATG Management, may be deemed to beneficially own the 1,462,000 shares of Common Stock owned by ATG Fund II, constituting approximately 4.0% of the shares of Common Stock outstanding.
As of the date hereof, Mr. Hacke does not beneficially own any shares of Common Stock, constituting 0% of the shares of Common Stock outstanding.
As of the date hereof, McIntyre Partnerships beneficially owned 39,824 shares of Common Stock, constituting less than 1% of the shares of Common Stock outstanding. McIntyre GP, as the general partner of McIntyre Partnerships, may be deemed to beneficially own the 39,824 shares of Common Stock owned by McIntyre Partnerships, constituting less than 1% of the shares of Common Stock outstanding. McIntyre Capital, as the investment manager of McIntyre Partnerships, may be deemed to beneficially own the 39,824 shares of Common Stock owned by McIntyre Partnerships, constituting less than 1% of the shares of Common Stock outstanding. McIntyre IM GP, as the general partner of McIntyre Capital, may be deemed to beneficially own the 39,824 shares of Common Stock owned by McIntyre Partnerships, constituting less than 1% of the shares of Common Stock outstanding. Mr. McIntyre, as the managing member of each of McIntyre GP and McIntyre IM GP, may be deemed to beneficially own the 39,824 shares of Common Stock owned by McIntyre Partnerships, constituting less than 1% of the shares of Common Stock outstanding.
As of the date hereof, the Reporting Persons collectively beneficially owned an aggregate of 3,079,000 shares of Common Stock, constituting approximately 8.5% of the shares of Common Stock outstanding.
(b) By virtue of their respective relationships with Camac Fund, each of Camac Partners, Camac Capital and Mr. Shahinian may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by Camac Fund.
By virtue of their respective relationships with ATG Fund II, each of ATG Management and Mr. Gliksberg may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by ATG Fund II.
By virtue of their respective relationships with McIntyre Partnerships, each of McIntyre GP, McIntyre Capital, McIntyre IM GP and Mr. McIntyre may be deemed to have shared power to vote and dispose of the shares of Common Stock reported owned by McIntyre Partnerships.
(c) Schedule A annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons during the past sixty days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
On August 16, 2023, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) pursuant to which the parties agreed, among other things, (a) to solicit proxies for the election of certain persons nominated for election to the Board, including the Nominees, at the Annual Meeting, (b) not to transact in securities of the Issuer without the prior written consent of Camac and ATG and (c) that expenses incurred in connection with the group’s activities would be split evenly between Camac and ATG, with each paying 50% of the expenses. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Each Nominee has granted Mr. Shahinian a power of attorney (the “POAs”) to execute certain SEC filings and other documents in connection with the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions. The POAs are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
Dated: January 5, 2024
| CAMAC FUND, LP | ||
| By: | Camac Capital, LLC its General Partner | |
| By: | /s/ Eric Shahinian | |
| Name: | Eric Shahinian | |
| Title: | Manager | |
| CAMAC PARTNERS, LLC | ||
| By: | Camac Capital, LLC its Managing Member | |
| By: | /s/ Eric Shahinian | |
| Name: | Eric Shahinian | |
| Title: | Manager | |
| CAMAC CAPITAL, LLC | ||
| By: | /s/ Eric Shahinian | |
| Name: | Eric Shahinian | |
| Title: | Manager | |
| /s/ Eric Shahinian | ||
Eric Shahinian Individually and as attorney-in-fact for Michael G. | ||
| ATG FUND II LLC | ||
| By: | ATG
Capital Management, LLC Managing Member | |
| By: | /s/ Gabriel Gliksberg | |
| Name: | Gabriel Gliksberg | |
| Title: | Managing Member | |
| ATG CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Gabriel Gliksberg | |
| Name: | Gabriel Gliksberg | |
| Title: | Managing Member | |
| /s/ GABRIEL GLIKSBERG | |
| GABRIEL GLIKSBERG |
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| MCINTYRE PARTNERSHIPS, LP | ||
| By: | McIntyre Capital GP, LLC its General Partner | |
| By: | /s/ Chris McIntyre | |
| Name: | Chris McIntyre | |
| Title: | Managing Member | |
| MCINTYRE CAPITAL GP, LLC | ||
| By: | /s/ Chris McIntyre | |
| Name: | Chris McIntyre | |
| Title: | Managing Member | |
| MCINTYRE CAPITAL MANAGEMENT, LP | ||
| By: | McIntyre Capital Management GP, LLC its General Partner | |
| By: | /s/ Chris McIntyre | |
| Name: | Chris McIntyre | |
| Title: | Managing Member | |
| MCINTYRE CAPITAL MANAGEMENT GP, LLC | ||
| By: | /s/ Chris McIntyre | |
| Name: | Chris McIntyre | |
| Title: | Managing Member | |
| /s/ Chris McIntyre | ||
| Chris McIntyre | ||
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