4//SEC Filing
Third Rock Ventures V, L.P. 4
Accession 0000899243-23-020350
CIK 0001966494other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 7:08 PM ET
Size
23.9 KB
Accession
0000899243-23-020350
Insider Transaction Report
Form 4
Third Rock Ventures V, L.P.
10% Owner
Transactions
- Conversion
Common Stock
2023-11-14+1,737,216→ 1,737,216 total - Conversion
Common Stock
2023-11-14+473,786→ 473,786 total(indirect: See Footnotes) - Purchase
Common Stock
2023-11-14$15.00/sh+1,333,333$19,999,995→ 1,807,119 total(indirect: See Footnotes) - Conversion
Series A-1 Preferred Stock
2023-11-14−23,571,429→ 0 total→ Common Stock (1,737,216 underlying) - Conversion
Series A-1 Preferred Stock
2023-11-14−6,428,571→ 0 total(indirect: See Footnotes)→ Common Stock (473,786 underlying)
Third Rock Ventures GP V, LP
10% Owner
Transactions
- Conversion
Common Stock
2023-11-14+1,737,216→ 1,737,216 total - Conversion
Common Stock
2023-11-14+473,786→ 473,786 total(indirect: See Footnotes) - Purchase
Common Stock
2023-11-14$15.00/sh+1,333,333$19,999,995→ 1,807,119 total(indirect: See Footnotes) - Conversion
Series A-1 Preferred Stock
2023-11-14−23,571,429→ 0 total→ Common Stock (1,737,216 underlying) - Conversion
Series A-1 Preferred Stock
2023-11-14−6,428,571→ 0 total(indirect: See Footnotes)→ Common Stock (473,786 underlying)
TRV GP V, LLC
10% Owner
Transactions
- Conversion
Common Stock
2023-11-14+1,737,216→ 1,737,216 total - Conversion
Common Stock
2023-11-14+473,786→ 473,786 total(indirect: See Footnotes) - Purchase
Common Stock
2023-11-14$15.00/sh+1,333,333$19,999,995→ 1,807,119 total(indirect: See Footnotes) - Conversion
Series A-1 Preferred Stock
2023-11-14−23,571,429→ 0 total→ Common Stock (1,737,216 underlying) - Conversion
Series A-1 Preferred Stock
2023-11-14−6,428,571→ 0 total(indirect: See Footnotes)→ Common Stock (473,786 underlying)
Third Rock Ventures VI, L.P.
10% Owner
Transactions
- Conversion
Common Stock
2023-11-14+1,737,216→ 1,737,216 total - Conversion
Common Stock
2023-11-14+473,786→ 473,786 total(indirect: See Footnotes) - Purchase
Common Stock
2023-11-14$15.00/sh+1,333,333$19,999,995→ 1,807,119 total(indirect: See Footnotes) - Conversion
Series A-1 Preferred Stock
2023-11-14−23,571,429→ 0 total→ Common Stock (1,737,216 underlying) - Conversion
Series A-1 Preferred Stock
2023-11-14−6,428,571→ 0 total(indirect: See Footnotes)→ Common Stock (473,786 underlying)
Third Rock Ventures GP VI, L.P.
10% Owner
Transactions
- Conversion
Common Stock
2023-11-14+1,737,216→ 1,737,216 total - Conversion
Common Stock
2023-11-14+473,786→ 473,786 total(indirect: See Footnotes) - Purchase
Common Stock
2023-11-14$15.00/sh+1,333,333$19,999,995→ 1,807,119 total(indirect: See Footnotes) - Conversion
Series A-1 Preferred Stock
2023-11-14−23,571,429→ 0 total→ Common Stock (1,737,216 underlying) - Conversion
Series A-1 Preferred Stock
2023-11-14−6,428,571→ 0 total(indirect: See Footnotes)→ Common Stock (473,786 underlying)
TRV GP VI, LLC
10% Owner
Transactions
- Conversion
Common Stock
2023-11-14+1,737,216→ 1,737,216 total - Conversion
Common Stock
2023-11-14+473,786→ 473,786 total(indirect: See Footnotes) - Purchase
Common Stock
2023-11-14$15.00/sh+1,333,333$19,999,995→ 1,807,119 total(indirect: See Footnotes) - Conversion
Series A-1 Preferred Stock
2023-11-14−23,571,429→ 0 total→ Common Stock (1,737,216 underlying) - Conversion
Series A-1 Preferred Stock
2023-11-14−6,428,571→ 0 total(indirect: See Footnotes)→ Common Stock (473,786 underlying)
Footnotes (8)
- [F1]Represents the total number of shares of Common Stock received by Third Rock Ventures V, L.P. ("TRV V") upon conversion of the preferred stock of the Issuer in connection with the closing of the Issuer's initial public offering.
- [F2]The Series A-1 Preferred Stock converted into Common Stock on a 13.5685-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A-1 Preferred Stock had no expiration date.
- [F3]These shares are directly held by TRV V.
- [F4]The general partner of TRV V is Third Rock Ventures GP V, L.P. ("TRV GP V"). The general partner of TRV GP V is TRV GP V, LLC ("TRV GP V LLC"). Each of TRV GP V and TRV GP V LLC disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
- [F5]Represents the total number of shares of Common Stock received by Third Rock Ventures VI, L.P. ("TRV VI") upon conversion of the preferred stock of the Issuer in connection with the closing of the Issuer's initial public offering.
- [F6]These shares are directly held by TRV VI.
- [F7]The general partner of TRV VI is Third Rock Ventures GP VI, L.P. ("TRV GP VI"). The general partner of TRV GP VI is TRV GP VI, LLC ("TRV GP VI LLC"). Each of TRV GP VI and TRV GP VI LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
- [F8]Each of Reporting Persons disclaims the existence of a Section 13(d) "group" as between the TRV V related parties and the TRV VI related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.
Documents
Issuer
CARGO Therapeutics, Inc.
CIK 0001966494
Entity typeother
IncorporatedMA
Related Parties
1- filerCIK 0001778071
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 7:08 PM ET
- Size
- 23.9 KB