Sec Form 4 Filing - 5AM Ventures V, L.P. @ Cabaletta Bio, Inc. - 2020-12-10

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 *
5AM Ventures V, L.P.
2. Issuer Name and Ticker or Trading Symbol
Cabaletta Bio, Inc. [ CABA]
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)
501 2ND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
12/10/2020
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 12/10/2020 S 261,084 D $ 14.75 2,953,634 I ( 1 ) ( 2 ) See footnotes ( 1 ) ( 2 )
Common Stock 12/10/2020 S 36,916 D $ 14.75 417,629 I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
5AM Ventures V, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Opportunities I (GP), LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Opportunities I, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
5AM Partners V, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
PARMAR KUSH
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
ROCKLAGE SCOTT M
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Schwab Andrew J.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Signatures
By: 5AM Partners V, LLC,its General PartnerBy: /s/ Scott M. RocklageManaging Member 12/14/2020
** Signature of Reporting Person Date
By: /s/ Kush Parmar Managing Member 12/14/2020
** Signature of Reporting Person Date
By: 5AM Opportunities I (GP), LLC, its General Partner By: /s/ Kush Parmar Managing Member 12/14/2020
** Signature of Reporting Person Date
By: /s/ Scott M. Rocklage Managing Member 12/14/2020
** Signature of Reporting Person Date
/s/ Kush Parmar 12/14/2020
** Signature of Reporting Person Date
/s/ Scott Rocklage 12/14/2020
** Signature of Reporting Person Date
/s/ Andrew J. Schwab 12/14/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held directly by 5AM Ventures V, L.P. ("5AM V").
( 2 )5AM Partners V, LLC ("5AM Partners") is the sole general partner of 5AM V. Dr. Kush Parmar, Andrew J. Schwab and Dr. Scott M. Rocklage are managing members of 5AM Partners and may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM V. Each of 5AM Partners, Dr. Parmar, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of the shares of Preferred Stock held directly by 5AM V, except to the extent of its or his pecuniary interest therein.
( 3 )Shares are held directly by 5AM Opportunities I, L.P. ("Opportunities").
( 4 )5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. Kush Parmar are managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of the shares of Common Stock held directly by Opportunities, except to the extent of its or his pecuniary interest therein.

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