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"
- Peter Lynch
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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. 2)*
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VOR BIOPHARMA INC. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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. |
| 1 | Names of Reporting Persons
Qiming Venture Partners VIII-HC, 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,089,767.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Row (11): The percentage is calculated based on 54,185,582 shares of Common Stock outstanding on March 31, 2026, as per the information provided by the Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Qiming Venture Partners VIII Investments, 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
910,172.00
| ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row (11): The percentage is calculated based on 54,185,582 shares of Common Stock outstanding on March 31, 2026, as per the information provided by the Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Qiming GP VIII, 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
910,172.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row (5) (7) and (9): As of the date of this Schedule 13G/A filing, Qiming GP VIII, LLC is the general partner of Qiming Venture Partners VIII, L.P. and Qiming VIII Strategic Investors Fund, L.P., which are the members of the Qiming Venture Partners VIII Investments, LLC with 99.50% and 0.50% equity interest in Qiming Venture Partners VIII Investments, LLC, respectively. Note to Row (11): The percentage is calculated based on 54,185,582 shares of Common Stock outstanding on March 31, 2026, as per the information provided by the Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Qiming GP VIII-HC, 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,089,767.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: Note to Row (5) (7) and (9): As of the date of this Schedule 13G/A filing, Qiming GP VIII-HC, LLC is the general partner of Qiming Venture Partners VIII-HC, L.P. Note to Row (11): The percentage is calculated based on 54,185,582 shares of Common Stock outstanding on March 31, 2026, as per the information provided by the Issuer.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
VOR BIOPHARMA INC. |
| (b) | Address of issuer's principal executive offices:
500 Boylston Street, Suite 1350, Boston, MA, 02116. |
| Item 2. | |
| (a) | Name of person filing:
Qiming Venture Partners VIII Investments, LLC ("QVP VIII LLC"), Qiming Venture Partners VIII-HC, L.P. ("QVP VIIIHC"), Qiming GP VIII, LLC, Qiming GP VIII-HC, LLC (collectively, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The registered address of each of the Reporting Persons is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| (c) | Citizenship:
All Reporting Persons are organized in Cayman Islands. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. %
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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:
The information set forth in Row (5) of the cover page for each of the Reporting Person is incorporated herein by reference. | |
| (ii) Shared power to vote or to direct the vote:
The information set forth in Row (6) of the cover page for each of the Reporting Person is incorporated herein by reference. | |
| (iii) Sole power to dispose or to direct the disposition of:
The information set forth in Row (7) of the cover page for each of the Reporting Person is incorporated herein by reference. | |
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Row (8) of the cover page for each of the Reporting Person is incorporated herein by reference. | |
| 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 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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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of November 5, 2025 (incorporated by reference to Exhibit A to the Reporting Persons' Schedule 13G filed with the SEC on November 5, 2025). https://www.sec.gov/Archives/edgar/data/1817229/000095010325014354/dp237001_exa.htm |